AMERICAN AADVANTAGE MILEAGE FUNDS, 485BPOS, 1996-05-01

AMERICAN AADVANTAGE MILEAGE FUNDS
485BPOS, 1996-05-01

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<PAGE> 1
As filed with the Securities and Exchange Commission on May 1, 1996

Registration No. 811-9018
No. 33-91058

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. 3

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 5

AMERICAN AADVANTAGE MILEAGE FUNDS
(Exact name of registrant as specified in charter)

4333 Amon Carter Boulevard, MD 5645
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, MD 5645
Fort Worth, Texas 76155
(Name and address of agent for service)

Copies to:

CLIFFORD J. ALEXANDER, ESQ.
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036-1800
Telephone: (202) 778-9000

It is proposed that this filing will become effective on May 1, 1996 pursuant
to paragraph (b)(1) of Rule 485.

Registrant hereby undertakes to file a Notice pursuant to Rule 24f-2 under the
Investment Company Act of 1940 within sixty days of its fiscal year ending
October 31, 1996.

Registrant has adopted a Hub and Spoke (Registered Trademark) operating
structure. This Post-Effective Amendment No. 3 includes a signature page for
AMR Investment Services Trust, the hub trust.

Page 1 of __ Pages
Exhibit Index Begins on Page __
<PAGE> 2
AMERICAN AADVANTAGE MILEAGE FUNDS

CONTENTS OF REGISTRATION STATEMENT

This registration document is comprised of the following:

Cover Sheet

Contents of Registration Statement

Cross Reference Sheets

Prospectus for the American AAdvantage Mileage Funds --
Balanced, Growth and Income, International Equity,
Limited-Term Income, Money Market (Mileage Class), Municipal
Money Market, and U.S. Treasury Money Market Funds

Statement of Additional Information for the American
AAdvantage Mileage Funds -- Balanced, Growth and Income,
International Equity, Limited-Term Income, Money Market
(Mileage Class), Municipal Money Market, and U.S. Treasury
Money Market Funds

Prospectus for the Platinum Class of the American AAdvantage
Money Market Mileage Fund and the American AAdvantage Money
Market, Municipal Money Market, and U.S. Treasury Money Market
Funds

Statement of Additional Information for the Platinum Class of
the American AAdvantage Money Market Mileage Fund and the
American AAdvantage Money Market, Municipal Money Market, and
U.S. Treasury Money Market Funds

Part C

Signature Pages

Exhibits
<PAGE> 3
AMERICAN AADVANTAGE MILEAGE FUNDS
American AAdvantage Mileage Funds -- Balanced, Growth and
Income, International Equity, Limited-Term Income, Money
Market (Mileage Class), Municipal Money Market, and U.S.
Treasury Money Market Funds

FORM N-1A CROSS-REFERENCE SHEET

<TABLE>
<CAPTION>
Part A Item No. PROSPECTUS CAPTION
- --------------- ------------------
<S> <C>
1 Cover Page

2 Table of Fees and Expenses

3 Financial Highlights

4 Cover Page; Introduction; Investment Objective, Policies and
Risks; Investment Restrictions; Yields and Total Returns;
General Information; Shareholder Communications

5 Management and Administration of the Mileage Trust; Investment
Advisers

5A Not Applicable

6 Valuation of Shares; Dividends, Other Distributions and Tax
Matters; General Information; AAdvantage Miles

7 How to Purchase Shares

8 How to Redeem Shares

9 Not Applicable
<CAPTION>
STATEMENT OF ADDITIONAL
Part B Item No. INFORMATION CAPTION
- --------------- -----------------------
<S> <C>
10 Cover Page

11 Table of Contents

12 Cover Page; Description of the Mileage Trust; Other
Information

13 Investment Restrictions; Other Information

14 Trustees and Officers

15 Not Applicable
</TABLE>

<PAGE> 4
<TABLE>
<S> <C>
16 Management, Administrative Services and Distribution Fees

17 Investment Objective, Policies and Risk Factors -- Brokerage
Practices (Prospectus)

18 Other Information

19 Net Asset Value

20 Tax Information

21 Not Applicable

22 Yield and Total Return Quotations

23 Not Applicable
</TABLE>

PART C. OTHER INFORMATION

Information required to be included in Part C is set forth under the
appropriate item, so numbered, in Part C of this Registration Statement.

<PAGE> 5
AMERICAN AADVANTAGE MILEAGE FUNDS
AMERICAN AADVANTAGE MONEY MARKET MILEAGE FUND --
PLATINUM CLASS

FORM N-1A CROSS-REFERENCE SHEET

<TABLE>
<CAPTION>
Part A Item No. PROSPECTUS CAPTION
- --------------- ------------------
<S> <C>
1 Cover Page

2 Table of Fees and Expenses

3 Financial Highlights

4 Cover Page; Introduction; Investment Objective, Policies and
Risks; Investment Restrictions; Yields and Total Returns;
General Information; Shareholder Communications

5 Management and Administration of the Mileage Trust; Investment
Advisers

5A Not Applicable

6 Valuation of Shares; Dividends, Other Distributions and Tax
Matters; General Information; AAdvantage Miles

7 How to Purchase Shares

8 How to Redeem Shares

9 Not Applicable
<CAPTION>
STATEMENT OF ADDITIONAL
Part B Item No. INFORMATION CAPTION
- --------------- -----------------------
<S> <C>
10 Cover Page

11 Table of Contents

12 Cover Page; Description of the Mileage Trust; Other Information

13 Investment Restrictions; Other Information

14 Trustees and Officers

15 Not Applicable

16 Management, Administrative Services and Distribution Fees
</TABLE>

<PAGE> 6
<TABLE>
<S> <C>
17 Investment Objective, Policies and Risk Factors -- Brokerage
Practices (Prospectus)

18 Other Information

19 Net Asset Value

20 Tax Information

21 Not Applicable

22 Yield and Total Return Quotations

23 Not Applicable
</TABLE>

PART C. OTHER INFORMATION

Information required to be included in Part C is set forth under the
appropriate item, so numbered, in Part C of this Registration
Statement.

<PAGE> 7

THIS PROSPECTUS CONTAINS important information about the AMERICAN AADVANTAGE
MILEAGE FUNDS ("Mileage Trust"), an open-end investment company which consists
of the separate investment portfolios listed on this cover page (individually
referred to as a "Fund" and, collectively, the "Funds"). EACH FUND WILL SEEK
ITS INVESTMENT OBJECTIVE BY INVESTING ALL OF ITS INVESTABLE ASSETS IN A
CORRESPONDING PORTFOLIO (INDIVIDUALLY REFERRED TO AS A "PORTFOLIO" AND,
COLLECTIVELY, "PORTFOLIOS") OF THE AMR INVESTMENT SERVICES TRUST ("AMR TRUST")
WHICH HAS AN INVESTMENT OBJECTIVE IDENTICAL TO THAT FUND. The investment
experience of each Fund will correspond directly with the investment experience
of each Portfolio. Fund shares are offered to individuals and certain grantor
trusts. Investors should read this Prospectus carefully before making an
investment decision and retain it for future reference.

IN ADDITION TO THIS PROSPECTUS, a Statement of Additional Information ("SAI")
dated May 1, 1996 has been filed with the Securities and Exchange Commission
and is incorporated herein by reference. The SAI contains more detailed
information about the Funds. For a free copy of the SAI, call 800-231-4252.

AN INVESTMENT IN ANY OF THE MONEY MARKET FUNDS IS NEITHER INSURED NOR
GUARANTEED BY THE U.S. GOVERNMENT AND THERE CAN BE NO ASSURANCE THAT THEY WILL
BE ABLE TO MAINTAIN A STABLE PRICE OF $1.00 PER SHARE.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY SUCH STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

PROSPECTUS

MAY 1, 1996

LOGO
American
AAdvantage
Mileage
Funds(SM)

BALANCED MILEAGE FUND

GROWTH AND INCOME MILEAGE FUND

INTERNATIONAL EQUITY MILEAGE FUND

LIMITED-TERM INCOME MILEAGE FUND

MONEY MARKET MILEAGE FUND-
MILEAGE CLASS

MUNICIPAL MONEY MARKET
MILEAGE FUND

U.S. TREASURY MONEY MARKET
MILEAGE FUND
<PAGE> 8

The AMERICAN AADVANTAGE BALANCED MILEAGE FUNDSM ("Balanced Fund") seeks income
and capital appreciation by investing all of its investable assets in the
Balanced Portfolio of the AMR Trust ("Balanced Portfolio") which in turn
primarily invests in equity and debt securities (such as stocks and bonds).

The AMERICAN AADVANTAGE GROWTH AND INCOME MILEAGE FUNDSM ("Growth and Income
Fund") seeks long-term capital appreciation and current income by investing all
of its investable assets in the Growth and Income Portfolio of the AMR Trust
("Growth and Income Portfolio") which in turn primarily invests in equity
securities (such as stocks).

The AMERICAN AADVANTAGE INTERNATIONAL EQUITY MILEAGE FUNDSM ("International
Equity Fund") seeks long-term capital appreciation by investing all of its
investable assets in the International Equity Portfolio of the AMR Trust
("International Equity Portfolio") which in turn primarily invests in equity
securities of issuers based outside the United States (such as foreign stocks).

The AMERICAN AADVANTAGE LIMITED-TERM INCOME MILEAGE FUNDSM ("Limited-Term Income
Fund") seeks income and capital appreciation by investing all of its investable
assets in the Limited-Term Income Portfolio of the AMR Trust ("Limited-Term
Income Portfolio") which in turn primarily invests in debt obligations.

The AMERICAN AADVANTAGE MONEY MARKET MILEAGE FUNDSM ("Money Market Fund"),
AMERICAN AADVANTAGE MUNICIPAL MONEY MARKET MILEAGE FUNDSM ("Municipal Money
Market Fund") and AMERICAN AADVANTAGE U.S. TREASURY MONEY MARKET MILEAGE FUNDSM
("U.S. Treasury Money Market Fund") (collectively, the "Money Market Funds")
each seeks current income, liquidity, and the maintenance of a stable price per
share of $1.00 by investing all of their investable assets in the Money Market
Portfolio of the AMR Trust ("Money Market Portfolio"), the Municipal Money
Market Portfolio of the AMR Trust ("Municipal Money Market Portfolio") and the
U.S. Treasury Money Market Portfolio of the AMR Trust ("U.S. Treasury Money
Market Portfolio"), respectively (collectively the "Money Market Portfolios"),
which in turn invest in high quality, short-term obligations. The Municipal
Money Market Portfolio invests primarily in municipal obligations and the U.S.
Treasury Money Market Portfolio invests exclusively in obligations backed by the
full faith and credit of the U.S. Government and in repurchase agreements that
are collateralized by U.S. Government full faith and credit obligations.

<TABLE>
<S> <C>
TABLE OF FEES AND EXPENSES... 4
FINANCIAL HIGHLIGHTS......... 5
INTRODUCTION................. 7
INVESTMENT OBJECTIVES,
POLICIES AND RISKS......... 8
INVESTMENT RESTRICTIONS...... 23
YIELDS AND TOTAL RETURNS..... 24
MANAGEMENT AND ADMINISTRATION
OF THE
MILEAGE TRUST.............. 25
INVESTMENT ADVISERS.......... 28
AADVANTAGE(R) MILES.......... 32
HOW TO PURCHASE SHARES....... 33
HOW TO REDEEM SHARES......... 35
EXCHANGE PRIVILEGE........... 36
VALUATION OF SHARES.......... 37
DIVIDENDS, OTHER
DISTRIBUTIONS AND
TAX MATTERS................ 38
GENERAL INFORMATION.......... 41
SHAREHOLDER COMMUNICATIONS... 42
</TABLE>

PROSPECTUS

2
<PAGE> 9

Under a Hub and Spoke(R)1 operating structure, each Fund seeks its investment
objective by investing all of its investable assets in a corresponding Portfolio
as described above. Each Portfolio's investment objective is identical to that
of its corresponding Fund. Whenever the phrase "all of the Fund's investable
assets" is used, it means that the only investment securities held by a Fund is
that Fund's interest in its corresponding Portfolio. AMR Investment Services,
Inc. ("Manager") provides investment management and administrative services to
the Portfolios and administrative services to the Funds. This Hub and Spoke
operating structure is different from that of many other investment companies
which directly acquire and manage their own portfolios of securities.
Accordingly, investors should carefully consider this investment approach. See
"Investment Objective, Policies and Risks -- Additional Information About the
Portfolios." A Fund may withdraw its investment in a corresponding Portfolio at
any time if the Mileage Trust's Board of Trustees ("Mileage Trust Board")
determines that it would be in the best interests of that Fund and its
shareholders to do so. Upon any such withdrawal, that Fund's assets would be
invested in accordance with the investment policies and restrictions described
in this Prospectus and the SAI.

- ---------------

1 Hub and Spoke is a registered service mark of Signature Financial Group, Inc.

PROSPECTUS

3
<PAGE> 10

TABLE OF FEES AND EXPENSES

Annual Operating Expenses (as a percentage of average net assets):

<TABLE>
<CAPTION>
MONEY U.S.
GROWTH LIMITED- MARKET MUNICIPAL TREASURY
AND INT'L TERM FUND - MONEY MONEY
BALANCED INCOME EQUITY INCOME MILEAGE MARKET MARKET
FUND FUND FUND FUND CLASS FUND FUND
<S> <C> <C> <C> <C> <C> <C> <C>
MANAGEMENT FEES(1) 0.28% 0.28% 0.43% 0.20% 0.15% 0.15% 0.15%
12B-1 FEES (AFTER
FEE WAIVERS)(2) 0.00 0.00 0.00 0.00 0.25 0.25 0.00
OTHER EXPENSES (AFTER
FEE WAIVERS AND
REIMBURSEMENTS)(3) 0.70 0.70 1.04 0.65 0.23 0.27 0.47
----- ---- ---- ---- ----- ----- -----
TOTAL OPERATING EXPENSES
(AFTER FEE WAIVERS AND
REIMBURSEMENTS)(4) 0.98% 0.98% 1.47% 0.85% 0.63% 0.67% 0.62%
===== ==== ==== ==== ===== ===== =====
</TABLE>

(1) The "Management Fee" represents those investment advisory fees paid to the
Manager and the investment advisers.

(2) Absent fee waivers, "12b-1 Fees" for the Balanced Fund, the Growth and
Income Fund, the International Equity Fund, the Limited-Term Income Fund and
the U.S. Treasury Money Market Fund would be 0.25%. The Mileage Trust
anticipates that the 12b-1 fee charged for the current fiscal year will be
used to pay for advertising and AAdvantage miles. See "AAdvantage Miles."

(3) "Other Expenses" before fee waivers and reimbursements are estimated to be
3.28% for the Balanced Fund, 1.75% for the Growth and Income Fund, 2.96% for
the International Equity Fund, 3.27% for the Limited-Term Income Fund and
0.85% for the U.S. Treasury Money Market Fund.

(4) "Total Operating Expenses" before fee waivers and reimbursements are
estimated to be 3.81% for the Balanced Fund, 2.28% for the Growth and Income
Fund, 3.64% for the International Equity Fund, 3.72% for the Limited-Term
Income Fund, 0.69% for the Money Market Fund, 0.79% for the Municipal Money
Market Fund and 1.25% for the U.S. Treasury Money Market Fund.

The Mileage Trust Board believes that the aggregate per share expenses of
each Fund and its corresponding Portfolio will be approximately equal to the
expenses that the Fund would incur if its assets were invested directly in the
type of securities held by the Portfolio.

PROSPECTUS

4
<PAGE> 11

EXAMPLES

An investor in each Fund would directly or indirectly pay on a cumulative basis
the following expenses on a $1,000 investment assuming a 5% annual return:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
BALANCED FUND $ 10 $31 $54 $120
GROWTH AND
INCOME FUND 10 31 54 120
INTERNATIONAL
EQUITY FUND 15 46 80 176
LIMITED-TERM
INCOME FUND 9 27 47 105
MONEY MARKET FUND 6 20 35 79
MUNICIPAL MONEY
MARKET FUND 7 21 37 83
U.S. TREASURY
MONEY MARKET FUND 6 20 35 77
</TABLE>

The purpose of the table above is to assist a potential investor in
understanding the various costs and expenses expected to be incurred directly or
indirectly as a shareholder in a Fund for the coming fiscal year. Additional
information may be found under "Management and Administration of the Mileage
Trust" and "Investment Advisers."

THE FOREGOING EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES OR PERFORMANCE. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN
THOSE SHOWN AND PERFORMANCE MAY BE BETTER OR WORSE THAN THE 5% ANNUAL RETURN
ASSUMED IN THE EXAMPLES.

FINANCIAL HIGHLIGHTS

The financial highlights in the following table have been derived from unaudited
financial statements of the Mileage Trust. Such information should be read in
conjunction with the unaudited financial statements incorporated into the SAI,
which contains further information about performance of the Funds and can be
obtained by investors without charge.

PROSPECTUS

5
<PAGE> 12

(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD ENDED FEBRUARY 29, 1996)

<TABLE>
<CAPTION>
MONEY U.S.
GROWTH LIMITED- MARKET MUNICIPAL TREASURY
AND INT'L TERM FUND- MONEY MONEY
BALANCED INCOME EQUITY INCOME MILEAGE MARKET MARKET
FUND(1)(2) FUND(1)(2) FUND(1)(2) FUND(1)(2) CLASS(1)(3) FUND(1) FUND(1)
---------- ---------- ---------- ---------- ----------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF
PERIOD(4).......................... $13.97 $15.94 $13.15 $ 9.83 $ 1.00 $ 1.00 $ 1.00
------ ------ ------ ------ ------- -------- -------
INCOME FROM INVESTMENT OPERATIONS:
NET INVESTMENT INCOME............ 0.17 0.14 0.02 0.21 0.02 0.01 0.02
NET GAINS (LOSSES) ON SECURITIES
(BOTH REALIZED AND
UNREALIZED).................... 0.90 1.63 1.22 (0.05) -- -- --
------ ------ ------ ------ ------- -------- -------
TOTAL FROM INVESTMENT OPERATIONS... 1.07 1.77 1.24 0.16 0.02 0.01 0.02
------ ------ ------ ------ ------- -------- -------
LESS DISTRIBUTIONS:
DIVIDENDS FROM NET INVESTMENT
INCOME......................... (0.10) (0.09) (0.07) (0.21) (0.02) (0.01) (0.02)
DISTRIBUTIONS FROM NET REALIZED
GAINS
ON SECURITIES.................. -- -- -- -- -- -- --
------ ------ ------ ------ ------- -------- -------
TOTAL DISTRIBUTIONS................ (0.10) (0.09) (0.07) (0.21) (0.02) (0.01) (0.02)
------ ------ ------ ------ ------- -------- -------
NET ASSET VALUE, END OF PERIOD..... $14.94 $17.62 $14.32 $ 9.78 $ 1.00 $ 1.00 $ 1.00
====== ====== ====== ====== ======= ======== =======
TOTAL RETURN (ANNUALIZED).......... 22.91% 31.83% 25.00% 4.96% 5.14% 3.28% 5.03%
====== ====== ====== ====== ======= ======== =======
RATIOS/SUPPLEMENTAL DATA:
NET ASSETS, END OF PERIOD
(IN THOUSANDS)................. $1,840 $4,313 $2,075 $1,556 $98,358 $ 24,358 $ 7,046
RATIOS TO AVERAGE NET ASSETS
(ANNUALIZED):
EXPENSES....................... 0.98% 0.98% 1.47% 0.85% 0.63% 0.67% 0.62%
NET INVESTMENT INCOME.......... 3.81% 2.58% 0.19% 6.15% 5.83% 3.31% 5.05%
</TABLE>

(1) The Funds commenced active operations on November 1, 1995.

(2) Total return is calculated assuming an initial investment is made at the net
asset value last calculated on the business day before the first day of each
period reported, reinvestment of all dividends and capital gains
distributions on the payable date and a sale at net asset value on the last
day of each period reported.

(3) The Platinum Class of the Money Market Mileage Fund commenced active
operations on January 29, 1996 and at that time the existing shares of the
Fund were designated as Mileage Class shares.

(4) The net asset value per share for the Balanced, Growth and Income,
International Equity and Limited-Term Income Mileage Funds has been adjusted
for a stock split which occurred on November 1, 1995 in the ratio of
1.431690, 1.254705, 1.502913 and 2.034588, respectively.

PROSPECTUS

6
<PAGE> 13

INTRODUCTION

The Mileage Trust is an open-end, management investment company organized as a
Massachusetts business trust on February 22, 1995. The Funds are separate
investment portfolios of the Mileage Trust. Each Fund has its own investment
objective and distinct investment policies. Each Fund will invest all of its
investable assets in a corresponding Portfolio of the AMR Trust which has an
identical investment objective. The Manager provides the Portfolios with
advisory and administrative services, including the evaluation and monitoring of
the investment advisers, and it provides the Funds with administrative services.
Each Fund, except for the Money Market Fund, currently consists of one class of
shares and is available to individuals and certain grantor trusts ("Trust
Accounts"). The Money Market Fund consists of two classes of shares, the Mileage
Class, as described in this Prospectus, and the Platinum Class, which is
available to customers of certain broker-dealers as an investment for cash
balances in their brokerage accounts. For further information or to obtain a
Platinum Class prospectus free of charge call (800) 967-9009.

Although each class of shares of the Money Market Fund is designed to meet
the needs of different categories of investors, each class of this Fund shares
the same portfolio of investments and a common investment objective. See
"Investment Objectives, Policies and Risks." Based on its value, a share of the
Money Market Fund, regardless of class, will receive a proportionate share of
the investment income and the gains (or losses) earned (or incurred) by the
Fund. It also will bear its proportionate share of expenses that are allocated
to the Money Market Fund as a whole. However, certain expenses presently are
allocated separately to each class of shares.

The assets of the Balanced Portfolio, the Growth and Income Portfolio and
the International Equity Portfolio are allocated by the Manager among investment
advisers designated for each of those Portfolios. Investment decisions for the
Limited-Term Income Portfolio and the Money Market Portfolios are made directly
by the Manager. See "Investment Advisers." Each investment adviser has
discretion to purchase and sell portfolio securities in accordance with the
investment objectives, policies and restrictions described in this Prospectus
and in the SAI and by specific investment strategies developed by the Manager.
There is no guarantee that a Fund will achieve its investment objective.

Shares are sold without any sales charges at the next share price calculated
after an investment is received and accepted. Shares will be redeemed at the
next share price calculated after receipt of a redemption order. See "How to
Purchase Shares" and "How to Redeem Shares."

PROSPECTUS

7
<PAGE> 14

Each shareholder will receive American Airlines(R) AAdvantage(R) travel
awards program ("AAdvantage") miles.2 AAdvantage miles will be posted monthly to
each shareholder's AAdvantage account at an annual rate of one mile for every
$10 invested in every Fund. The Manager reserves the right to discontinue the
posting of AAdvantage miles or to change the mileage calculation at any time
upon notice to Fund shareholders. See "AAdvantage Miles."

INVESTMENT OBJECTIVES, POLICIES AND RISKS

The investment objective and policies of each Fund and its corresponding
Portfolio are described below. Except as otherwise indicated, the investment
policies of any Fund may be changed at any time by the Mileage Trust Board to
the extent that such changes are consistent with the investment objective of the
applicable Fund. However, each Fund's investment objective may not be changed
without a majority vote of that Fund's outstanding shares, which is defined as
the lesser of (a) 67% of the shares of the applicable Fund present or
represented if the holders of more than 50% of the shares are present or
represented at the shareholders' meeting, or (b) more than 50% of the shares of
the applicable Fund (hereinafter, "majority vote"). A Portfolio's investment
objective may not be changed without a majority vote of that Portfolio's
interest holders.

Each Fund has a fundamental investment policy which allows it to invest all
of its investable assets in its corresponding Portfolio. All other fundamental
investment policies and the non-fundamental investment policies of each Fund and
its corresponding Portfolio are identical. Therefore, although the following
discusses the investment policies of each Portfolio and the AMR Trust's Board of
Trustees ("AMR Trust Board"), it applies equally to each Fund and the Mileage
Trust Board.

AMERICAN AADVANTAGE BALANCED MILEAGE FUND -- This Fund's investment objective is
to realize both income and capital appreciation. This Fund seeks its investment
objective by investing all of its investable assets in the Balanced Portfolio,
which invests primarily in equity and debt securities. Although equity
securities (such as stocks) will be purchased primarily for capital appreciation
and debt securities (such as bonds) will be purchased primarily for income
purposes, income and capital appreciation potential will be considered in
connection with all such investments. Excluding collateral for securities
loaned, ordinarily the Portfolio will have a minimum of 30% and a maximum of 70%
of its assets invested in equity securities and a minimum of 30% and a maximum
of 70% of its assets invested in debt securities which, at the time of purchase,
are rated in one of the four highest rating categories by all nationally
recognized statistical rating organizations ("Rating Organizations") rating that
security

- ---------------

2 American Airlines and AAdvantage are registered trademarks of American
Airlines, Inc. American Airlines may find it necessary to change AAdvantage
program rules, regulations, travel awards and special offers at any time. See
"AAdvantage Miles."

PROSPECTUS

8
<PAGE> 15

such as Standard & Poor's or Moody's Investor Services, Inc. ("Moody's") or, if
unrated, are deemed to be of comparable quality by the applicable investment
adviser. Obligations rated in the fourth highest rating category are limited to
25% of the Portfolio's debt allocation. Obligations rated BBB or Baa by any
Rating Organization may have speculative characteristics and thus changes in
economic conditions or other circumstances are more likely to lead to a weakened
capacity to make principal and interest payments than is the case with higher
grade bonds. See the SAI for a description of debt ratings. The Portfolio, at
the discretion of the investment advisers, may retain a security that has been
downgraded below the initial investment criteria. The Portfolio usually invests
between 50% and 65% of its assets in equity securities and between 35% and 50%
of its assets in debt securities. The remainder of the Portfolio's assets may be
invested in cash or cash equivalents, including obligations that are permitted
investments for the Money Market Portfolio, and in other investment companies.
However, when its investment advisers deem that market conditions warrant, the
Portfolio may, for temporary defensive purposes, invest up to 100% of its assets
in cash, cash equivalents and investment grade short-term obligations.

The Portfolio's investments in debt securities may include investments in
obligations of the U.S. Government or its agencies or instrumentalities,
including separately traded registered interest and principal securities
("STRIPS") and other zero coupon obligations; corporate bonds, notes and
debentures; non-convertible preferred stocks; mortgage-backed securities;
asset-backed securities; and domestic, Yankeedollar and Eurodollar bank deposit
notes, certificates of deposit, bonds and notes. Such obligations may have a
fixed, variable or floating rate of interest. See the SAI for a further
description of the foregoing securities. The value of the Portfolio's debt
investments will vary in response to interest rate changes as described in
"American AAdvantage Limited-Term Income Mileage Fund."

The Portfolio may also engage in dollar rolls, purchase or sell securities
on a "when-issued" basis and purchase or sell securities on a "forward
commitment" basis. The purchase or sale of when-issued securities enables an
investor to hedge against anticipated changes in interest rates and prices by
locking in an attractive price or yield. The price of when-issued securities is
fixed at the time the commitment to purchase or sell is made, but delivery and
payment for the when-issued securities take place at a later date, normally one
to two months after the date of purchase. During the period between purchase and
settlement, no payment is made by the purchaser to the issuer and no interest
accrues to the purchaser. Such transactions therefore involve a risk of loss if
the value of the security to be purchased declines prior to the settlement date
or if the value of the security to be sold increases prior to the settlement
date. A sale of a when-issued security also involves the risk that the other
party will be unable to settle the transaction. Dollar rolls are a type of
forward commitment transaction. Purchases and sales of securities on a forward
commitment basis involve a commitment to purchase or sell securities with
payment and delivery to take place at some future date, normally one to two
months after the date of the transaction. As with when-issued

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securities, these transactions involve certain risks, but they also enable an
investor to hedge against anticipated changes in interest rates and prices.
Forward commitment transactions are executed for existing obligations, whereas
in a when-issued transaction, the obligations have not yet been issued. When
purchasing securities on a when-issued or forward commitment basis, a segregated
account of liquid assets at least equal to the value of purchase commitments for
such securities will be maintained until the settlement date.

The Portfolio's equity investments may consist of common stocks, preferred
stocks and convertible securities, including foreign securities that are
represented by U.S. dollar-denominated American Depository Receipts which are
traded in the United States on exchanges and in the over-the-counter market.
When purchasing equity securities, primary emphasis will be placed on
undervalued securities with above average growth expectations. The Manager
believes that purchasing securities which the investment advisers believe are
undervalued in the market and that have above average growth potential will
outperform other investment styles over the longer term while minimizing
volatility and downside risk. The Manager will recommend that, with respect to
portfolio management of equity assets, the Mileage Trust retain only those
investment advisers who, in the Manager's opinion, utilize such an approach.

BARROW, HANLEY, MEWHINNEY & STRAUSS, INC.; BRANDYWINE ASSET MANAGEMENT,
INC.; GSB INVESTMENT MANAGEMENT, INC.; HOTCHKIS AND WILEY; and INDEPENDENCE
INVESTMENT ASSOCIATES, INC. currently manage the assets of the Balanced
Portfolio. BOATMEN'S TRUST COMPANY ("Boatmen's") is also an investment adviser
to the Balanced Portfolio; however, none of the Portfolio's assets have been
allocated to Boatmen's at this time. See "Investment Advisers."

AMERICAN AADVANTAGE GROWTH AND INCOME MILEAGE FUND -- This Fund's investment
objective is to realize long-term capital appreciation and current income. This
Fund seeks its investment objective by investing all of its investable assets in
the Growth and Income Portfolio, which invests primarily in a diversified
portfolio of equity securities. Excluding collateral for securities loaned,
ordinarily at least 80% of the Portfolio's assets will be invested in equity
securities consisting of common stocks, preferred stocks, securities convertible
into common stocks, and securities having common stock characteristics, such as
rights and warrants, and foreign equity securities that are represented by U.S.
dollar-denominated American Depository Receipts which are traded in the United
States on exchanges and in the over-the-counter market. When purchasing equity
securities, primary emphasis will be placed on undervalued securities with above
average growth expectations. In order to seek either above average current
income or capital appreciation when interest rates are expected to decline, the
Portfolio may invest in debt securities which, at the time of purchase, are
rated in one of the four highest rating categories by all Rating Organizations
rating that security or, if unrated, are deemed to be of comparable quality by
the applicable investment adviser. Obligations rated in the fourth highest
rating category are limited to 25% of the

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Portfolio's debt allocation. See "American AAdvantage Balanced Mileage Fund" for
a description of the risks involved with these obligations. See the SAI for
definitions of the foregoing securities and for a description of debt ratings.
The value of the Portfolio's debt investments will vary in response to interest
rate changes as described in "American AAdvantage Limited-Term Income Mileage
Fund." The Portfolio also may invest in other investment companies or in cash
and cash equivalents, including obligations that are permitted investments for
the Money Market Portfolio, in order to maintain liquidity. However, when its
investment advisers deem that market conditions warrant, the Portfolio may, for
temporary defensive purposes, invest up to 100% of its assets in cash, cash
equivalents and investment grade short-term obligations. In addition, the
Portfolio may purchase or sell securities on a when-issued and on a forward
commitment basis as described in "American AAdvantage Balanced Mileage Fund."

BARROW, HANLEY, MEWHINNEY & STRAUSS, INC.; BRANDYWINE ASSET MANAGEMENT,
INC.; GSB INVESTMENT MANAGEMENT, INC.; HOTCHKIS AND WILEY; and INDEPENDENCE
INVESTMENT ASSOCIATES, INC. currently manage the assets of the Growth and Income
Portfolio. BOATMEN'S TRUST COMPANY is also an investment adviser to the Growth
and Income Portfolio, however, none of the Portfolio's assets have been
allocated to Boatmen's at this time. See "Investment Advisers."

AMERICAN AADVANTAGE INTERNATIONAL EQUITY MILEAGE FUND -- This Fund's investment
objective is to realize long-term capital appreciation. This Fund seeks its
investment objective by investing all of its investable assets in the
International Equity Portfolio, which invests primarily in a diversified
portfolio of equity securities of issuers based outside the United States.
Ordinarily the Portfolio will invest at least 65% of its assets in common stocks
and securities convertible into common stocks of issuers in at least three
different countries other than the United States. However, excluding collateral
for securities loaned, the Portfolio generally invests in excess of 80% of its
assets in such securities. The remainder of the Portfolio's assets will be
invested in non-U.S. debt securities which, at the time of purchase, are rated
in one of the three highest rating categories by any Rating Organization or, if
unrated, are deemed to be of comparable quality by the applicable investment
adviser and traded publicly on a world market, or in cash or cash equivalents,
including obligations that are permitted investments for the Money Market
Portfolio, or in other investment companies. The value of the Portfolio's debt
investments will vary in response to interest rate changes as described in
"American AAdvantage Limited-Term Income Mileage Fund." However, when its
investment advisers deem that market conditions warrant, the Portfolio may, for
temporary defensive purposes, invest up to 100% of its assets in cash, cash
equivalents, other investment companies and investment grade short-term
obligations.

The investment advisers select securities based upon a country's economic
outlook, market valuation and potential changes in currency exchange rates. When

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purchasing equity securities, primary emphasis will be placed on undervalued
securities with above average growth expectations.

Overseas investing carries potential risks not associated with domestic
investments. Such risks include, but are not limited to: (1) political and
financial instability abroad, including risk of nationalization or expropriation
of assets and the risk of war; (2) less liquidity and greater volatility of
foreign investments; (3) less public information regarding foreign companies;
(4) less government regulation and supervision of foreign stock exchanges,
brokers and listed companies; (5) lack of uniform accounting, auditing and
financial reporting standards; (6) delays in transaction settlement in some
foreign markets; (7) possibility of an imposition of confiscatory foreign taxes;
(8) possible limitation on the removal of securities or other assets of the
Portfolio; (9) restrictions on foreign investments and repatriation of capital;
(10) currency fluctuations; (11) cost and possible restrictions of currency
conversion; (12) withholding taxes on dividends in foreign countries; and (13)
possibly higher commissions, custodial fees and management costs than in the
U.S. market. These risks are often greater for investments in emerging or
developing countries.

The Portfolio will limit its investments to those in countries which have
been recommended by the Manager and which have been approved by the AMR Trust
Board. Countries may be added or deleted with AMR Trust Board approval. In
determining which countries will be approved, the AMR Trust Board will evaluate
the risk factors set forth above and will particularly focus on the ability to
repatriate funds, the size and liquidity of a particular country's market and
the investment climate for foreign investors. The current foreign countries in
which the Portfolio may invest are Australia, Austria, Belgium, Canada, Denmark,
Finland, France, Germany, Hong Kong, Ireland, Italy, Japan, Malaysia, Mexico,
Netherlands, New Zealand, Norway, Singapore, Spain, Sweden, Switzerland, and the
United Kingdom.

The Portfolio may trade forward foreign currency contracts ("forward
contracts"), which are "derivatives," to hedge currency fluctuations of
underlying stock or bond positions or in other circumstances permitted by the
Commodity Futures Trading Commission ("CFTC"). Forward contracts to sell foreign
currency may be used when the management of the Portfolio believes that the
currency of a particular foreign country may suffer a decline against the U.S.
dollar. Forward contracts are also used to set the exchange rate for a future
transaction. In this manner, the Portfolio may protect itself against a possible
loss resulting from an adverse change in the relationship between the U.S.
dollar or other currency which is being used for the security purchase and the
foreign currency in which the security is denominated during the period between
the date on which the security is purchased or sold and the date on which
payment is made or received. Forward contracts involve certain risks which
include, but are not limited to: (1) imperfect correlation between the
securities hedged and the contracts themselves; and (2) possible decrease in the
total return of the Portfolio. Forward contracts are discussed in greater detail
in the SAI.

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The Portfolio also may trade currency futures ("futures"), which are
derivatives, for the same reasons as for entering into forward contracts as set
forth above. Futures are traded on U.S. and foreign currency exchanges. The use
of futures also entails certain risks which include, but are not limited to: (1)
less liquidity due to daily limits on price fluctuation; (2) imperfect
correlation between the securities hedged and the contracts themselves; (3)
possible decrease in the total return of the Portfolio due to hedging; (4)
possible reduction in value for both the contracts and the securities being
hedged; and (5) potential losses in excess of the amounts invested in the
futures contracts themselves. The Portfolio may not enter into futures contracts
if the purchase or sale of such contract would cause the sum of the Portfolio's
initial and any variation margin deposits to exceed 5% of its total assets.
Futures contracts are discussed in greater detail in the SAI.

HOTCHKIS AND WILEY, MORGAN STANLEY ASSET MANAGEMENT INC. AND TEMPLETON
INVESTMENT COUNSEL, INC. currently serve as investment advisers to the
International Equity Portfolio. ROWE PRICE-FLEMING INTERNATIONAL, INC.
("Fleming") is also an investment adviser to the International Equity Portfolio,
however, none of the Portfolio's assets have been allocated to Fleming at this
time. See "Investment Advisers."

AMERICAN AADVANTAGE LIMITED-TERM INCOME MILEAGE FUND -- This Fund's investment
objective is to realize income and capital appreciation. As an investment
policy, the Fund primarily seeks income and secondarily seeks capital
appreciation. The Fund seeks its investment objective by investing all of its
investable assets in the Limited-Term Income Portfolio, which invests primarily
in debt obligations. Permissible investments include securities of the U.S.
Government and its agencies and instrumentalities, including STRIPS and other
zero coupon obligations; corporate bonds, notes and debentures; non-convertible
preferred stocks; mortgage-backed securities; asset-backed securities; domestic,
Yankeedollar and Eurodollar certificates of deposit, bank deposit notes, and
bank notes; other investment companies; and cash or cash equivalents including
obligations that are permitted investments for the Money Market Portfolio. Such
obligations may have a fixed, variable or floating rate of interest. At the time
of purchase, all such securities will be rated in one of the four highest rating
categories by all Rating Organizations rating such obligation or, if unrated,
will be deemed to be of comparable quality by the Manager. Obligations rated in
the fourth highest rating category are limited to 25% of the Portfolio's total
assets. See "American AAdvantage Balanced Mileage Fund" for a description of the
risks involved with these obligations. The Portfolio, at the discretion of the
Manager, may retain a security which has been downgraded below the initial
investment criteria. See the SAI for definitions of the foregoing securities and
for a description of debt ratings. Principal and/or interest payments for
obligations of the U.S. Government's agencies or instrumentalities may or may
not be backed by the full faith and credit of the U.S. Government.

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Investments in Yankeedollar and Eurodollar bonds, notes and certificates of
deposit involve risks that differ from investments in securities of domestic
issuers. See "American AAdvantage Money Market Mileage Fund" for a description
of these risks. The Portfolio also may engage in dollar rolls, or purchase or
sell securities on a when-issued or forward commitment basis as described under
"American AAdvantage Balanced Mileage Fund."

The market value of fixed rate securities, and thus the net asset value of
this Portfolio's shares, is expected to vary inversely with movements in
interest rates. The market value of variable and floating rate instruments will
not vary as much due to the periodic adjustments in their interest rates. An
adjustment which increases the interest rate of such securities should reduce or
eliminate declines in market value resulting from a prior upward movement in
interest rates, and an adjustment which decreases the interest rate of such
securities should reduce or eliminate increases in market value resulting from a
prior downward movement in interest rates.

Mortgage-backed securities are securities representing interests in "pools"
of mortgages in which payments of both interest and principal on the securities
are made monthly, in effect, "passing through" monthly payments made by the
individual borrowers on the mortgage loans which underlie the securities (net of
fees paid to the issuer or guarantor of the securities). Early repayment of
principal on mortgage pass-through securities (arising from prepayments of
principal due to sale of the underlying property, refinancing, or foreclosure,
net of fees and costs which may be incurred) may expose the Portfolio to a lower
rate of return upon reinvestment of principal. Also, if a security subject to
prepayment has been purchased at a premium, in the event of prepayment, the
value of the premium would be lost. Like other debt securities, when interest
rates rise, the value of mortgage-related securities generally will decline;
however, when interest rates decline, the value of mortgage-related securities
with prepayment features may not increase as much as other debt securities.

Payment of principal and interest on some mortgage pass-through securities
(but not the market value of the securities themselves) may be guaranteed by the
full faith and credit of the U.S. Government (such as in the case of securities
guaranteed by the Government National Mortgage Association ("GNMA")) or
guaranteed by agencies or instrumentalities of the U.S. Government (such as in
the case of securities guaranteed by the Federal National Mortgage Association
("FNMA") or the Federal Home Loan Mortgage Corporation ("FHLMC"), which are
supported only by the discretionary authority of the U.S. Government to purchase
the agency's obligations). Mortgage pass-through securities created by
non-governmental issuers (such as commercial banks, savings and loan
institutions, private mortgage insurance companies, mortgage bankers and other
secondary market issuers) may be supported with various credit enhancements such
as pool insurance, guarantees issued by governmental entities, a letter of
credit from a bank or senior/subordinated structures.

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Collateralized mortgage obligations ("CMOs") are hybrid instruments with
characteristics of both mortgage-backed bonds and mortgage pass-through
securities. Similar to a mortgage pass-through, interest and prepaid principal
on a CMO are paid, in most cases, monthly. CMOs may be collateralized by whole
mortgage loans but are more typically collateralized by portfolios of mortgage
pass-through securities guaranteed by GNMA, FHLMC or FNMA. CMOs are structured
in multiple classes, with each class bearing a different stated maturity or
interest rate.

The Portfolio is permitted to invest in asset-backed securities, subject to
the Portfolio's rating and quality requirements. Through the use of trusts and
special purpose subsidiaries, various types of assets, primarily home equity
loans, automobile and credit card receivables, and other types of receivables or
other assets as well as purchase contracts, financing leases and sales
agreements entered into by municipalities, are being securitized in pass-through
structures similar to the mortgage pass-through structures described above.
Consistent with the Fund's and the Portfolio's investment objective, policies
and quality standards, the Portfolio may invest in these and other types of
asset-backed securities which may be developed in the future.

Asset-backed securities involve certain risks that do not exist with
mortgage-related securities, resulting mainly from the fact that asset-backed
securities do not usually contain the benefit of a complete security interest in
the related collateral. For example, credit card receivables generally are
unsecured and the debtors are entitled to the protection of a number of state
and federal consumer credit laws, some of which may reduce the ability to obtain
full payment. In the case of automobile receivables, due to various legal and
economic factors, proceeds from repossessed collateral may not always be
sufficient to support payments on the securities. The risks associated with
asset-backed securities are often reduced by the addition of credit enhancements
such as a letter of credit from a bank, excess collateral or a third-party
guarantee.

Although investments will not be restricted by the maturity of the
securities purchased, under normal circumstances, the Portfolio will seek to
maintain a dollar-weighted average maturity of one to five years. However, the
dollar-weighted average maturity may temporarily be adjusted outside the one to
five year period if warranted by market conditions. For example, the average
maturity of the Portfolio may be shortened in order to minimize depreciation of
capital if the investment adviser anticipates a rise in interest rates.
Conversely, the average maturity may be lengthened in order to maximize return
if interest rates are expected to decline. In addition, portfolio securities may
be actively traded to realize gains (or losses) and increase yields by taking
advantage of short-term market variations. Because the timing on return of
principal for both asset-backed and mortgage-backed securities is uncertain, in
calculating the average weighted maturity of the Portfolio, the maturity of
these securities may be based on certain industry conventions. The Manager
serves as the sole active investment adviser to the Limited-Term Income Fund and
its corresponding Portfolio.

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MONEY MARKET FUNDS -- The investment objectives of the Money Market Funds are
current income, liquidity and the maintenance of a stable $1.00 price per share.
The Money Market Funds seek to achieve these objectives by investing all of
their investable assets in the Money Market Portfolios, which invest in high
quality, U.S. dollar-denominated short-term obligations that have been
determined by the Manager or the AMR Trust Board to present minimal credit
risks. Portfolio investments are valued based on the amortized cost valuation
technique pursuant to Rule 2a-7 under the Investment Company Act of 1940 ("1940
Act"). See the SAI for an explanation of the amortized cost valuation method.
Obligations in which the Money Market Portfolios invest generally have remaining
maturities of 397 days or less, although instruments subject to repurchase
agreements and certain variable and floating rate obligations may bear longer
final maturities. The average dollar-weighted portfolio maturity of each Money
Market Portfolio will not exceed 90 days. The Manager serves as the sole
investment adviser to the Money Market Funds. See "Management and Administration
of the Mileage Trust."

AMERICAN AADVANTAGE MONEY MARKET MILEAGE FUND -- The Fund's corresponding
Portfolio may invest in obligations permitted to be purchased under Rule 2a-7 of
the 1940 Act including, but not limited to, (1) obligations of the U.S.
Government or its agencies or instrumentalities; (2) loan participation
interests, medium-term notes, funding agreements and asset-backed securities;
(3) domestic, Yankeedollar and Eurodollar certificates of deposit, time
deposits, bankers' acceptances, commercial paper, bearer deposit notes and other
promissory notes including floating or variable rate obligations issued by U.S.
or foreign bank holding companies and their bank subsidiaries, branches and
agencies; and (4) repurchase agreements involving the obligations listed above.
The Money Market Portfolio will invest only in issuers or instruments that at
the time of purchase (1) have received the highest short-term rating by at least
two Rating Organizations such as "A-1" by Standard & Poor's and "P-1" by
Moody's; (2) are single rated and have received the highest short-term rating by
a Rating Organization; or (3) are unrated, but are determined to be of
comparable quality by the Manager pursuant to guidelines approved by the AMR
Trust Board and subject to the ratification of the AMR Trust Board. See the SAI
for definitions of the foregoing instruments and rating systems. The Portfolio
also may purchase or sell securities on a when-issued or forward commitment
basis as described under "American AAdvantage Balanced Mileage Fund."

The Portfolio will invest more than 25% of its assets in obligations issued
by the banking industry. However, for temporary defensive purposes during
periods when the Manager believes that maintaining this concentration may be
inconsistent with the best interests of shareholders, the Portfolio will not
maintain this concentration.

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notably, there generally is less publicly available information about foreign
issuers; there may be less governmental regulation and supervision; foreign
issuers may use different accounting and financial standards; and the adoption
of foreign governmental restrictions may adversely affect the payment of
principal and interest on foreign investments. In addition, not all foreign
branches of United States banks are supervised or examined by regulatory
authorities as are United States banks, and such branches may not be subject to
reserve requirements.

Variable amount master demand notes in which the Portfolio may invest are
unsecured demand notes that permit the indebtedness thereunder to vary, and
provide for periodic adjustments in the interest rate. Because master demand
notes are direct lending arrangements between the Portfolio and the issuer, they
are not normally traded. There is no secondary market for the notes; however,
the period of time remaining until payment of principal and accrued interest can
be recovered under a variable amount master demand note generally shall not
exceed seven days. To the extent this period is exceeded, the note in question
would be considered illiquid. Issuers of variable amount master demand notes
must satisfy the same criteria as set forth for other promissory notes (e.g.
commercial paper). The Portfolio will invest in variable amount master demand
notes only when such notes are determined by the Manager, pursuant to guidelines
established by the AMR Trust Board, to be of comparable quality to rated issuers
or instruments eligible for investment by the Portfolio. In determining average
dollar-weighted portfolio maturity, a variable amount master demand note will be
deemed to have a maturity equal to the longer of the period of time remaining
until the next readjustment of the interest rate or the period of time remaining
until the principal amount can be recovered from the issuer on demand.

AMERICAN AADVANTAGE MUNICIPAL MONEY MARKET MILEAGE FUND -- The Fund's
corresponding Portfolio may invest in municipal obligations issued by or on
behalf of the governments of states, territories, or possessions of the United
States; the District of Columbia; and their political subdivisions, agencies and
instrumentalities if the interest these obligations provide is generally exempt
from federal income tax. The Municipal Money Market Portfolio will invest only
in issuers or instruments that at the time of purchase (1) are guaranteed by the
U.S. Government, its agencies, or instrumentalities; (2) are secured by letters
of credit that are irrevocable and issued by banks which qualify as authorized
issuers for the Money Market Portfolio (see "American AAdvantage Money Market
Mileage Fund"); (3) are guaranteed by one or more municipal bond insurance
policies that are noncancelable and issued by third-party guarantors possessing
the highest claims-paying rating from a Rating Organization; (4) have received
one of the two highest short-term ratings from at least two Rating
Organizations; (5) are single rated and have received one of the two highest
short-term ratings from that Rating Organization; (6) have no short-term rating
but the instrument is comparable to the issuer's rated short-term debt; (7) have
no short-term rating (or comparable rating) but have received one of the top two
long-term ratings

PROSPECTUS

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from all Rating Organizations rating the issuer or instrument; or (8) are
unrated, but are determined to be of comparable quality by the Manager pursuant
to guidelines approved by, and subject to the oversight of, the AMR Trust Board.
The Portfolio also may invest in other investment companies. Ordinarily at least
80% of the Portfolio's net assets will be invested in municipal obligations the
interest from which is exempt from regular federal income tax. However, should
market conditions warrant, the Portfolio may invest up to 20% (or for temporary
defensive purposes, up to 100%) of its assets in obligations subject to federal
income tax which are eligible investments for the Money Market Portfolio.

The Portfolio may invest in certain municipal obligations which have rates
of interest that are adjusted periodically according to formulas intended to
minimize fluctuations in the values of these instruments. These instruments,
commonly known as variable rate demand obligations, are long-term instruments
which allow the purchaser, at its discretion, to redeem securities before their
final maturity at par plus accrued interest upon notice (typically 7 to 30
days).

Municipal obligations may be backed by the full taxing power of a
municipality ("general obligations"), or by the revenues from a specific project
or the credit of a private organization ("revenue obligations"). Some municipal
obligations are collateralized as to payment of principal and interest by an
escrow of U.S. Government or federal agency obligations, while others are
insured by private insurance companies, while still others may be supported by
letters of credit furnished by domestic or foreign banks. The Portfolio's
investments in municipal obligations may include fixed, variable, or floating
rate general obligations and revenue obligations (including municipal lease
obligations and resource recovery obligations); zero coupon obligations and
asset-backed obligations; variable rate auction and residual interest
obligations; tax, revenue, or bond anticipation notes; and tax-exempt commercial
paper. See the SAI for a further discussion of the foregoing obligations. The
Portfolio may purchase or sell obligations on a when-issued or forward
commitment basis as described under "American AAdvantage Balanced Mileage Fund."

The Portfolio may invest more than 25% of the value of its total assets in
municipal obligations which are related in such a way that an economic, business
or political development or change affecting one such security would also affect
the other securities; for example, securities the interest of which is paid from
revenues of similar types of projects, or securities whose issuers are located
in the same state. As a result, the Portfolio may be subject to greater risk
compared to a fund that does not follow this practice. However, the Manager
believes this risk is mitigated because it is anticipated that most of the
Portfolio's assets will be insured or backed by bank letters of credit.
Additionally, the Portfolio may invest more than 25% of the value of its total
assets in industrial development bonds which, although issued by industrial
development authorities, may be backed only by the assets and revenues of the
non-governmental users.

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The Portfolio also may invest in municipal obligations that constitute
"private activity obligations." These include obligations that finance student
loans, residential rental projects, and solid waste disposal facilities. To the
extent the Portfolio earns interest income on private activity obligations,
shareholders will be required to treat the portion of the Fund's distributions
attributable to its share of such interest as a "tax preference item" for
purposes of determining their liability for the federal alternative minimum tax
("AMT") and, as a result, may become subject to (or increase their liability
for) the AMT. Shareholders should consult their own tax advisers to determine
whether they may be subject to the AMT. The Portfolio may invest in private
activity obligations without limitation and it is anticipated that a substantial
portion of the Portfolio's assets will be invested in these obligations. As a
result, a substantial portion of the Fund's distributions may be a tax
preference item, which will reduce the net return from the Fund for taxpayers
subject to the AMT. Interest on "qualified" private activity obligations is
exempt from federal income tax.

AMERICAN AADVANTAGE U.S. TREASURY MONEY MARKET MILEAGE FUND -- The Fund's
corresponding Portfolio will invest exclusively in obligations backed by the
full faith and credit of the U.S. Government and repurchase agreements which are
collateralized by U.S. Government full faith and credit obligations. For this
purpose, U.S. Government agency mortgage-backed securities collateralized
exclusively by full faith and credit GNMA mortgages are considered eligible.
Counterparties for repurchase agreements must be approved by the AMR Trust
Board. Ordinarily at least 65% of the Portfolio's assets will be invested in
direct U.S. Treasury obligations. Such obligations may include STRIPS issued by
the U.S. Treasury which represent either future interest or principal payments.
STRIPS are issued at a discount to their "face value," and may exhibit greater
price volatility than ordinary debt securities because of the manner in which
their principal and interest are returned to investors. The Portfolio also may
invest in other full faith and credit obligations of the U.S. Government,
including securities issued by the Agency for International Development, the
General Services Administration, GNMA, the Rural Electrification Administration,
the Small Business Administration, Federal Financing Bank and others. See the
SAI for a further discussion of the foregoing obligations. The Portfolio may
purchase or sell securities on a when-issued or a forward commitment basis as
described under "American AAdvantage Balanced Mileage Fund."

OTHER INVESTMENT POLICIES -- In addition to the investment policies described
previously, each Portfolio also may lend its securities, enter into fully
collateralized repurchase agreements, and invest in private placement offerings.

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<PAGE> 26

result, the aggregate amount of all outstanding securities loans for any
Portfolio exceeds 33 1/3% of its total assets. A Portfolio continues to receive
interest on the securities loaned and simultaneously earns either interest on
the investment of the cash collateral or fee income if the loan is otherwise
collateralized. However, a Portfolio normally pays (including, in some cases,
payments to the Manager) lending fees and related expenses from this interest or
fee income. Should the borrower of the securities fail financially, there is a
risk of delay in recovery of the securities or loss of rights in the collateral.
However, loans are made only to borrowers which are deemed by the Manager to be
of good financial standing and which have been approved by the AMR Trust Board.
For purposes of complying with each Portfolio's investment policies and
restrictions, collateral received in connection with securities loans will be
deemed an asset of a Portfolio to the extent required by law. See the SAI for
further information regarding loan transactions.

A repurchase agreement is an agreement under which securities are acquired
by a Portfolio from a securities dealer or bank subject to resale at an agreed
upon price on a later date. The acquiring Portfolio bears a risk of loss in the
event that the other party to a repurchase agreement defaults on its obligations
and the Portfolio is delayed or prevented from exercising its rights to dispose
of the collateral securities. However, the investment advisers or the Manager
attempt to minimize this risk by entering into repurchase agreements only with
financial institutions which are deemed to be of good financial standing and
which have been approved by the AMR Trust Board. See the SAI for more
information regarding repurchase agreements.

Private placement investments include investments issued in reliance on the
"private placement" exemption from registration afforded by Section 4(2) of the
Securities Act of 1933 (the "Securities Act"), and resold to qualified
institutional buyers under Securities Act Rule 144A ("Section 4(2) securities").
Section 4(2) securities are restricted as to disposition under the federal
securities laws, and generally are sold to institutional investors such as the
Portfolios who agree that they are purchasing the securities for investment and
not with an intention to distribute to the public. Any resale by the purchaser
must be in an exempt transaction and may be accomplished in accordance with Rule
144A. Section 4(2) securities normally are resold to other institutional
investors like the Portfolios through or with the assistance of the issuer or
investment dealers who make a market in the Section 4(2) securities, thus
providing liquidity. The Money Market Portfolios will not invest more than 10%
(and the Balanced, Growth and Income, International Equity and Limited-Term
Income Portfolios, no more than 15%) of their respective assets in Section 4(2)
securities and other illiquid securities unless the applicable investment
adviser determines, by continuous reference to the appropriate trading markets
and pursuant to guidelines approved by the AMR Trust Board, that any Section
4(2) securities held by such Portfolio in excess of this level are at all times
liquid.

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Because it is not possible to predict with assurance exactly how this market
for Section 4(2) securities sold and offered under Rule 144A will develop, the
AMR Trust Board and the applicable investment adviser, pursuant to the
guidelines approved by the AMR Trust Board, will carefully monitor the
Portfolios' investments in these securities, focusing on such important factors,
among others, as valuation, liquidity, and availability of information.
Investments in Section 4(2) securities could have the effect of reducing a
Portfolio's liquidity to the extent that qualified institutional buyers no
longer wish to purchase these restricted securities.

BROKERAGE PRACTICES -- Each investment adviser will place its own orders to
execute securities transactions which are designed to implement the applicable
Portfolio's investment objective and policies. In placing such orders, each
investment adviser will seek the best available price and most favorable
execution. The full range and quality of services offered by the executing
broker or dealer is considered when making these determinations. No Portfolio,
other than the Limited-Term Income Portfolio, currently expects its portfolio
turnover rate to exceed 100%. High portfolio activity increases a Portfolio's
transaction costs, including brokerage commissions, and may result in a greater
number of taxable transactions.

The Money Market Portfolios and the Limited-Term Income Portfolio normally
will not incur any brokerage commissions on their transactions because money
market and debt instruments are generally traded on a "net" basis with dealers
acting as principal for their own accounts without a stated commission. The
price of the obligation, however, usually includes a profit to the dealer.
Obligations purchased in underwritten offerings include a fixed amount of
compensation to the underwriter, generally referred to as the underwriter's
concession or discount. No commissions or discounts are paid when securities are
purchased directly from an issuer.

ADDITIONAL INFORMATION ABOUT THE PORTFOLIOS -- As previously described,
investors should be aware that each Fund, unlike mutual funds which directly
acquire and manage their own portfolios of securities, seeks to achieve its
investment objective by investing all of its investable assets in a
corresponding Portfolio of the AMR Trust, which is a separate investment
company. Since a Fund will invest only in its corresponding Portfolio, that
Fund's shareholders will acquire only an indirect interest in the investments of
the Portfolio. Historically, the Manager has sponsored traditionally structured
funds, and, therefore, has limited experience with funds that invest all their
assets in a separate portfolio.

The Manager expects, although it cannot guarantee, that the Mileage Trust
will achieve economies of scale by investing in the AMR Trust. In addition to
selling their interests to the Funds, the Portfolios may sell their interests to
other non-affiliated investment companies and/or other institutional investors.
All institutional investors in a Portfolio will pay a proportionate share of the
Portfolio's expenses and will invest in that Portfolio on the same terms and
conditions. However, if another investment

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company invests all of its assets in a Portfolio, it would not be required to
sell its shares at the same public offering price as a Fund and may charge
different sales commissions. Therefore, investors in a Fund may experience
different returns from investors in another investment company which invests
exclusively in that Fund's corresponding Portfolio.

The Fund's investment in a Portfolio may be materially affected by the
actions of large investors in that Portfolio, if any. For example, as with all
open-end investment companies, if a large investor were to redeem its interest
in a Portfolio, that Portfolio's remaining investors could experience higher pro
rata operating expenses, thereby producing lower returns. As a result, that
Portfolio's security holdings may become less diverse, resulting in increased
risk. Institutional investors in a Portfolio that have a greater pro rata
ownership interest in the Portfolio than the Fund could have effective voting
control over the operation of that Portfolio. A material change in a Portfolio's
fundamental objective, policies and restrictions, which is not approved by the
shareholders of its corresponding Fund could require that Fund to redeem its
interest in the Portfolio. Any such redemption could result in a distribution in
kind of portfolio securities (as opposed to a cash distribution) by the
Portfolio. Should such a distribution occur, that Fund could incur brokerage
fees or other transaction costs in converting such securities to cash. In
addition, a distribution in kind could result in a less diversified portfolio of
investments for that Fund and could affect adversely its liquidity.

The Portfolios' and their corresponding Funds' investment objectives and
policies are described above. See "Investment Restrictions" for a description of
their investment restrictions. The investment objective of a Fund can be changed
only with shareholder approval. The approval of a Fund and of other investors in
its corresponding Portfolio, if any, is not required to change the investment
objective, policies or limitations of that Portfolio, unless otherwise
specified. Written notice shall be provided to shareholders of a Fund within
thirty days prior to any changes in its corresponding Portfolio's investment
objective. If the investment objective of a Portfolio changes and the
shareholders of its corresponding Fund do not approve a parallel change in that
Fund's investment objective, the Fund would seek an alternative investment
vehicle or the Manager and the investment advisers would actively manage the
Fund.

See "Management and Administration of the Mileage Trust" for a complete
description of the investment management fee and other expenses associated with
a Fund's investment in its corresponding Portfolio. This Prospectus and the SAI
contain more detailed information about each Fund and its corresponding
Portfolio, including information related to (1) the investment objective,
policies and restrictions of each Fund and its corresponding Portfolio, (2) the
Board of Trustees and officers of the Mileage Trust and the AMR Trust, (3)
brokerage practices, (4) the Funds' shares, including the rights and liabilities
of its shareholders, (5) additional performance

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information, including the method used to calculate yield and total return and
(6) the determination of the value of each Fund's shares.

INVESTMENT RESTRICTIONS

The following fundamental investment restrictions and the non-fundamental
investment restrictions are identical for each Fund and its corresponding
Portfolio. Therefore, although the following discusses the investment
restrictions of each Portfolio and the AMR Trust Board, it applies equally to
each Fund and the Mileage Trust Board. The following fundamental investment
restrictions may be changed with respect to a particular Fund by the majority
vote of that Fund's outstanding shares or with respect to a Portfolio by the
majority vote of that Portfolio's interest holders. No Portfolio may:

- Invest more than 5% of its total assets (taken at market value) in
securities of any one issuer, other than obligations issued by the U.S.
Government, its agencies and instrumentalities, or purchase more than 10%
of the voting securities of any one issuer, with respect to 75% of a
Portfolio's total assets. In addition, although not a fundamental
investment restriction and therefore subject to change without shareholder
vote, the Money Market Portfolio and the U.S. Treasury Money Market
Portfolio apply this restriction with respect to 100% of their assets.

- Invest more than 25% of its total assets in the securities of companies
primarily engaged in any one industry other than the U.S. Government, its
agencies and instrumentalities or, with respect to the Money Market
Portfolio, the banking industry. Municipal governments and their agencies
and authorities are not deemed to be industries. Finance companies as a
group are not considered a single industry for purposes of this policy.

The following non-fundamental investment restrictions may be changed with
respect to a particular Fund by a vote of a majority of the Mileage Trust Board
or with respect to a Portfolio by a vote of a majority of the AMR Trust Board.
No Portfolio may:

- Invest in securities of an issuer which, together with any predecessor,
has been in operation for less than three years if more than 5% of the
Portfolio's total assets would be invested in such securities. This
limitation does not apply with regard to collateralized trust securities.

- Invest more than 15% (or, with respect to any Money Market Portfolio, 10%)
of its net assets in illiquid securities, including time deposits and
repurchase agreements which mature in more than seven days.

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The above percentage limits are based upon asset values at the time of the
applicable transaction; accordingly, a subsequent change in asset values will
not affect a transaction which was in compliance with the investment
restrictions at the time such transaction was effected. See the SAI for other
investment limitations.

YIELDS AND TOTAL RETURNS

From time to time the Money Market Funds may advertise their "current yield" and
"effective yield." Both yield figures are based on historical earnings and are
not intended to indicate future performance. The current yield refers to the
income generated by an investment over a seven calendar-day period (which period
will be stated in the advertisement). This income is then annualized by assuming
the amount of income generated by the investment during that week is earned each
week over a one-year period and is shown as a percentage of the investment. The
effective yield is calculated similarly but, when annualized, the income earned
by the investment is assumed to be reinvested. The effective yield will be
slightly higher than the current yield because of the compounding effect of this
assumed reinvestment. The Municipal Money Market Fund may also quote "tax
equivalent yields", which show the taxable yields a shareholder would have to
earn before federal income taxes to equal this Fund's tax-exempt yields. The tax
equivalent yield is calculated by dividing the Fund's tax-exempt yield by the
result of one minus a stated federal income tax rate. If only a portion of the
Fund's income was tax-exempt, only that portion is adjusted in the calculation.
As stated earlier, the Fund considers interest on private activity obligations
to be exempt from regular federal income tax. Each class of the Money Market
Fund has different expenses which will impact the performance of the class.

Advertised yields for the Balanced Fund, Growth and Income Fund,
International Equity Fund and Limited-Term Income Fund (collectively, the
"Variable NAV Funds") may be computed by dividing the net investment income per
share earned by a Fund during the relevant time period by the maximum offering
price per share for that Fund on the last day of the period. Total return
quotations advertised by the Funds may reflect the average annual compounded (or
aggregate compounded) rate of return during the designated time period based on
a hypothetical initial investment and the redeemable value of that investment at
the end of the period. Additionally, the Limited-Term Income Fund may advertise
a "monthly distribution rate." This rate is based on an annualized monthly
dividend accrual rate per share compared with the month-end share price of this
Fund. The Funds will at times compare their performance to applicable published
indices, and may also disclose their performance as ranked by certain ranking
entities. See the SAI for more information about the calculation of yields and
total returns.

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MANAGEMENT AND ADMINISTRATION OF THE MILEAGE TRUST

The Mileage Trust Board has general supervisory responsibility over the Mileage
Trust's affairs. The Manager serves as investment manager and administrator to
the Funds and their corresponding Portfolios pursuant to separate Management
Agreements, each dated October 1, 1995, which obligate the Manager to provide or
oversee all administrative, investment advisory and portfolio management
services for the Funds and their corresponding Portfolios. The Manager, located
at 4333 Amon Carter Boulevard, MD5645, Fort Worth, Texas 76155, is a
wholly-owned subsidiary of AMR Corporation ("AMR"), the parent company of
American Airlines, Inc., organized in 1986 to provide business management,
advisory, administrative and asset management consulting services. The assets of
the Balanced Portfolio, the Growth and Income Portfolio and the International
Equity Portfolio are allocated by the Manager among one or more investment
advisers designated for that Portfolio. See "Investment Advisers." The Manager
serves as the sole investment adviser to the Money Market Portfolios and
provides investment advisory services with respect to all assets of the
Limited-Term Income Portfolio. In addition, with the exception of the
International Equity Portfolio, if so requested by any investment adviser, the
Manager will make the investment decisions with respect to assets allocated to
that investment adviser which the investment adviser determines should be
invested in short-term obligations of the type permitted for investment by the
Money Market Portfolio. As of December 31, 1995, the Manager had assets under
management (including assets under fiduciary advisory control) totaling
approximately $13.7 billion including approximately $4.5 billion under active
management and $9.2 billion as named fiduciary or fiduciary adviser. Of the
total, approximately $10.1 billion of assets are related to AMR. American
Airlines, Inc. is not responsible for investments made in the Mileage Trust.

The Manager provides the Mileage and the AMR Trusts with office space,
office equipment and personnel necessary to manage and administer the Trusts'
operations. This includes complying with reporting requirements; corresponding
with shareholders; maintaining internal bookkeeping, accounting and auditing
services and records; and supervising the provision of services to the Trusts by
third parties. The Manager also develops the investment programs for each
Portfolio, selects and changes investment advisers (subject to approval by the
AMR Trust Board and appropriate interest holders), allocates assets among
investment advisers, monitors the investment advisers' investment programs and
results, and coordinates the investment activities of the investment advisers to
ensure compliance with regulatory restrictions.

The Manager bears the expense of providing the above services, and pays the
fees of the investment advisers of the Funds and their Portfolios. As
compensation for paying the investment advisory fees and for providing the
Portfolios with advisory and asset allocation services, the Manager receives
from the AMR Trust an annualized fee which is calculated and accrued daily,
equal to the sum of (1) 0.15% of the net assets of the Money Market Portfolios,
(2) 0.25% of the net assets of the Limited-Term

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Income Portfolio, (3) 0.10% of the net assets of the other Portfolios, plus (4)
all fees payable by the Manager to the AMR Trust's investment advisers as
described in "Investment Advisers." To the extent that a Fund invests all of its
investable assets in its corresponding Portfolio, the Manager will need to
provide only administrative services to the Funds. As compensation for these
services, the Manager receives from the Mileage Trust an annualized fee equal to
0.25% of the net assets of each Variable NAV Fund and 0.05% of the net assets of
the Money Market Funds. The fees received by the Manager from the Mileage Trust
and the AMR Trust ("Management Fees") are payable quarterly in arrears.

Each Management Agreement will continue in effect provided that annually
such continuance is specifically approved by a vote of the Mileage Trust Board
and the AMR Trust Board, including the affirmative votes of a majority of the
Trustees of each Board who are not parties to the Management Agreement or
"interested persons" as defined in the 1940 Act of any such party ("Independent
Trustees"), cast in person at a meeting called for the purpose of considering
such approval, or by the vote of a Fund's shareholders or a Portfolio's interest
holders. A Management Agreement may be terminated with respect to a Fund or a
Portfolio at any time, without penalty, by a majority vote of outstanding Fund
shares or Portfolio interests on sixty (60) days' written notice to the Manager,
or by the Manager, on sixty (60) days' written notice to the Mileage Trust or
the AMR Trust. A Management Agreement will automatically terminate in the event
of its "assignment" as defined in the 1940 Act.

The Mileage Trust is responsible for the following expenses: audits by
independent auditors; transfer agency, custodian, dividend disbursing agent and
shareholder recordkeeping services; taxes, if any, and the preparation of each
Fund's tax returns; interest; costs of Trustee and shareholder meetings;
printing and mailing prospectuses and reports to existing shareholders; fees for
filing reports with regulatory bodies and the maintenance of the Funds'
existence; legal fees; fees to federal and state authorities for the
registration of shares; fees and expenses of Independent Trustees; insurance and
fidelity bond premiums; and any extraordinary expenses of a nonrecurring nature.

A majority of the Independent Trustees have adopted written procedures
reasonably appropriate to deal with potential conflicts of interest between the
Mileage Trust and the AMR Trust, including creating a separate Board of Trustees
of the AMR Trust.

FUND ADVISORY AGREEMENTS -- Each investment adviser has entered into a separate
investment advisory agreement with the Manager to provide investment advisory
services to the Funds and their corresponding Portfolios, each dated October 1,
1995. To the extent that a Fund invests all of its investable assets in a
corresponding Portfolio, however, an investment adviser will receive an advisory
fee only on behalf of the Portfolio and not on behalf of its corresponding Fund.
Except for the Money

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Market Portfolios and the Limited-Term Income Portfolio, the assets of each
Portfolio are allocated among the investment advisers designated for that
Portfolio and described in this Prospectus in "Investment Advisers." All
proposed new investment advisers are currently subject to approval by the AMR
Trust Board and interest holders of the applicable Portfolio. However, there is
currently pending with the Securities and Exchange Commission an application for
an exemptive order which, if granted, would permit the hiring of investment
advisers and the modification of the Fund advisory agreements solely based on
the Boards' approval and without prior approval of shareholders or interest
holders. The Manager recommends investment advisers to the AMR Trust Board based
upon its continuing quantitative and qualitative evaluation of the investment
advisers' skill in managing assets using specific investment styles and
strategies. The allocation of assets among investment advisers may be changed at
any time by the Manager. Allocations among advisers will vary based upon a
variety of factors, including the overall investment performance of each
investment adviser, the Portfolio's cash flow needs and market conditions. The
Manager need not allocate assets to each investment adviser designated for a
Portfolio. The investment advisers can be terminated without penalty to the AMR
Trust by the Manager, the AMR Trust Board or the interest holders of the
applicable Portfolio. Short-term investment performance, by itself, is not a
significant factor in selecting or terminating an investment adviser, and the
Manager does not expect to recommend frequent changes of investment advisers.
The Prospectus will be supplemented if additional investment advisers are
retained or the contract with any existing investment adviser is terminated.

Each investment adviser has discretion to purchase and sell securities for
its segment of a Portfolio's assets in accordance with that Portfolio's
objectives, policies and restrictions and the more specific strategies provided
by the Manager. Although the investment advisers are subject to general
supervision by the AMR Trust Board and the Manager, these parties do not
evaluate the investment merits of specific securities transactions. As
compensation for its services, each investment adviser is paid a fee by the
Manager out of the proceeds of the management fee received by the Manager from
the AMR Trust.

DISTRIBUTION PLAN -- The distribution plan for the Funds (the "Plan") was
adopted pursuant to Rule 12b-1 under the 1940 Act and provides that it will
continue in effect so long as its continuance is approved at least annually by a
majority of the Trustees, including the affirmative votes of a majority of the
Independent Trustees of the Mileage Trust Board, cast in person at a meeting
called for the purpose of considering such approval, or by the vote of
shareholders. The Plan may be terminated with respect to a particular Fund at
any time, without the payment of any penalty, by a vote of a majority of the
Independent Trustees of the Mileage Trust Board or by a vote of a majority of
the outstanding voting securities of the applicable Fund. Shares are distributed
through the Funds' principal underwriter, BTS. BTS is compensated by the
Manager, and not the Trust.

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The Plan provides that each Fund will pay 0.25% per annum of its average
daily net assets to the Manager (or another entity approved by the Mileage Trust
Board) for distribution-related services. The fee will be payable monthly in
arrears without regard to whether the amount of the fee is more or less than the
actual expenses incurred in a particular month by the entity for the services
provided pursuant to the Plan. The primary expenses expected to be incurred
under the Plan are advertising and participation in the AAdvantage program.

ALLOCATION OF FUND EXPENSES -- Expenses of the Money Market Fund's Platinum and
Mileage Classes generally are allocated equally among the shares of the Fund,
regardless of class. However, certain expenses approved by the Mileage Trust
Board will be allocated solely to the class to which they relate.

PRINCIPAL UNDERWRITER -- BROKERS TRANSACTION SERVICES, INC. ("BTS"), 7001
Preston Road, Dallas, Texas 75205, serves as the principal underwriter of the
Funds.

CUSTODIAN AND TRANSFER AGENT -- The transfer agent for the Funds (except for the
Platinum Class of the Money Market Fund) is GOLDMAN, SACHS & CO. ("Goldman").
NATIONSBANK OF TEXAS, N.A., Dallas, Texas, serves as the transfer agent for the
Platinum Class of the Money Market Fund and custodian for the Portfolios and the
Funds. THE CHASE MANHATTAN BANK N.A., New York, New York, acts as subcustodian
for the International Equity Portfolio and its corresponding Fund.

INDEPENDENT AUDITOR -- The independent auditor for the Mileage Trust and the AMR
Trust is ERNST & YOUNG LLP, Dallas, Texas.

INVESTMENT ADVISERS

Set forth below is a brief description of the investment advisers for each Fund
and its corresponding Portfolio, except for the Money Market Funds and their
corresponding Portfolios, whose sole investment adviser is the Manager.
References to the investment advisers retained by a Portfolio also apply to the
corresponding Fund. Except for the Manager, none of the investment advisers
provides any services to the Funds or the Portfolios except for portfolio
investment management and related recordkeeping services, or has any affiliation
with the Mileage Trust, the AMR Trust or the Manager.

William F. Quinn has served as President of the Manager since it was founded
in 1986, and Nancy A. Eckl currently serves as Vice President - Trust
Investments of the Manager. She previously served as Vice President - Finance
and Compliance of the Manager from December 1990 to May 1995. In these
capacities, Mr. Quinn and Ms. Eckl have primary responsibility for the
day-to-day operations of the Balanced Fund, the Growth and Income Fund, the
International Equity Fund and their corresponding Portfolios. These
responsibilities include oversight of the investment advisers, regular review of
each adviser's performance and asset allocations among investment advisers.

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Michael W. Fields is responsible for the portfolio management oversight of
the Limited-Term Income Fund and its corresponding Portfolio. Mr. Fields has
been with the Manager since it was founded in 1986 and currently serves as Vice
President-Fixed Income Investments. Benjamin L. Mayer is responsible for the
day-to-day portfolio management of the Limited-Term Income Portfolio. Mr. Mayer
has served as Senior Portfolio Manager of the Manager since May 1995. Prior to
that time, he was a Vice President of Institutional Fixed Income Sales at
Merrill Lynch, Pierce, Fenner & Smith from January 1994 to April 1995 and Vice
President, Regional Senior Strategist from April 1989 to January 1994. Mr. Mayer
has had portfolio management responsibility for the Fund since August 1995.

BARROW, HANLEY, MEWHINNEY & STRAUSS, INC. ("Barrow"), 3232 McKinney Avenue,
Dallas, Texas 75204, is a professional investment counseling firm which has been
providing investment services since 1979. The firm is wholly owned by United
Asset Management Corporation, a Delaware corporation, which owns forty-five
investment management companies, including Barrow. As of December 31, 1995,
Barrow had discretionary investment management authority with respect to
approximately $16.3 billion of assets, including approximately $1.4 billion of
assets of AMR and its subsidiaries and affiliated entities. Barrow serves as an
investment adviser to the Balanced Portfolio, the Growth and Income Portfolio
and the Limited-Term Income Portfolio, although the Manager does not presently
intend to allocate any of the assets in the Limited-Term Income Portfolio to
Barrow. The Manager pays Barrow an annualized fee equal to .30% on the first
$200 million in AMR Trust assets under its discretionary management, .20% on the
next $300 million, .15% on the next $500 million, and .125% on assets over $1
billion.

BRANDYWINE ASSET MANAGEMENT, INC. ("Brandywine"), 201 North Walnut Street,
Wilmington, Delaware 19801, is a privately held professional investment
counseling firm founded in 1986. As of December 31, 1995, Brandywine had assets
under management totaling approximately $4.7 billion, including approximately
$124 million of assets of AMR and its subsidiaries and affiliated entities.
Brandywine serves as an investment adviser to the Balanced Portfolio and the
Growth and Income Portfolio. The Manager pays Brandywine, for the first $500
million of assets under its discretionary management, an annualized fee equal to
.25% of assets in the Growth and Income Portfolio and .225% of assets in the
Balanced Portfolio, .225% of the next $100 million on all assets, and .20% on
all excess assets.

BOATMEN'S TRUST COMPANY, 100 N. Broadway, St. Louis, Missouri 63178, is a
professional trust and investment advisory firm founded in 1889 and has been
providing investment services since the 1930s. Boatmen's is a wholly owned
subsidiary of Boatmen's Bancshares, Inc. As of December 31, 1995, Boatmen's had
assets under management totaling approximately $45 billion, including
approximately $140 million of assets of AMR and its subsidiaries and affiliated
entities. Boatmen's serves as an investment adviser to the Balanced and the
Growth and Income Portfolios, although

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the Manager does not presently intend to allocate any of these Portfolio's
assets to Boatmen's. The Manager will pay Boatmen's an annualized fee equal to
.25% of the average daily net assets of each Portfolio allocated to Boatmen's
for management.

GSB INVESTMENT MANAGEMENT, INC. ("GSB"), 301 Commerce Street, Fort Worth,
Texas 76102, is a professional investment management firm which was founded in
1987 by Frank P. Ganucheau, Mark J. Stupfel, and Lyle E. Brumley. GSB is wholly
owned by United Asset Management Corporation, a Delaware corporation, which owns
forty-five investment management companies, including GSB. As of December 31,
1995, GSB managed approximately $2.9 billion of assets, including approximately
$611 million of assets of AMR and its subsidiaries and affiliated entities. GSB
serves as an investment adviser to the Balanced Portfolio and the Growth and
Income Portfolio. The Manager pays GSB an annualized fee equal to .30% of the
first $100 million in AMR Trust assets under its discretionary management, .25%
of the next $100 million, .20% of the next $100 million, and .15% on all excess
assets.

HOTCHKIS AND WILEY, 800 West Sixth Street, 5th Floor, Los Angeles,
California 90017, is a professional investment counseling firm which was founded
in 1980 by John F. Hotchkis and George Wiley, who are the firm's founding
General Partners. Assets under management as of December 31, 1995 were
approximately $9.0 billion, which included approximately $988 million of assets
of AMR and its subsidiaries and affiliated entities. Hotchkis and Wiley serves
as an investment adviser to the Balanced Portfolio, Growth and Income Portfolio
and International Equity Portfolio. The Manager pays Hotchkis and Wiley an
annualized fee equal to .60% of the first $10 million of AMR Trust assets under
its discretionary management, .50% of the next $140 million of assets, .30% on
the next $50 million of assets and .20% of all excess assets.

INDEPENDENCE INVESTMENT ASSOCIATES, INC. ("IIA"), 53 State Street, Boston,
Massachusetts 02109, is a professional investment counseling firm which was
founded in 1982. The firm is a wholly owned subsidiary of John Hancock Mutual
Life Insurance Company. Assets under management as of December 31, 1995,
including funds managed for its parent company, were approximately $21.4
billion, which included approximately $820 million of assets of AMR and its
subsidiaries and affiliated entities. IIA serves as an investment adviser to the
Balanced Portfolio and Growth and Income Portfolio. The Manager pays IIA an
annualized fee equal to .50% of the first $30 million of AMR Trust assets under
its discretionary management, .25% of the next $70 million of assets, and .20%
of all excess assets.

MORGAN STANLEY ASSET MANAGEMENT INC. ("MSAM"), with principal offices at
1221 Avenue of the Americas, New York, New York 10020, is a wholly owned
subsidiary of Morgan Stanley Group Inc. MSAM provides portfolio management and
named fiduciary services to taxable and nontaxable institutions, international
organizations and individuals investing in United States and international
equity and

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debt securities. At December 31, 1995, MSAM, together with its other asset
management affiliates, had assets under management (including assets under
fiduciary advisory control) totaling approximately $57.4 billion, including
approximately $41.9 billion under active management and $15.5 billion as named
fiduciary or fiduciary adviser. As of December 31, 1995, MSAM had investment
authority over approximately $404 million of assets of AMR and its subsidiaries
and affiliated entities. MSAM serves as an investment adviser to the
International Equity Portfolio. For this service, the Manager pays MSAM an
annual fee equal to .80% of the first $25 million in AMR Trust assets under its
discretionary management, .60% of the next $25 million in assets, .50% of the
next $25 million in assets and .40% on all excess assets.

ROWE PRICE-FLEMING INTERNATIONAL, INC., 100 East Pratt Street, Baltimore
Maryland 21202, is a professional investment counseling firm founded in 1979.
Fleming is a joint venture owned entirely by its three parent companies, T. Rowe
Price, Robert Fleming and Jardine Fleming. As of December 31, 1995, Fleming had
assets under management totaling approximately $22.2 billion, including
approximately $197 million of assets of AMR and its subsidiaries and affiliated
entities. Fleming serves as an investment adviser to the International Equity
Portfolio, although the Manager does not presently intend to allocate assets
from the Portfolio to Fleming. For its services to the International Equity
Portfolio when total assets under Fleming's management are less than $200
million, the Manager will pay Fleming an annualized fee equal to 0.75% of the
first $20 million, 0.60% of the next $30 million and .50% on amounts over $50
million. When assets under Fleming's management exceed $200 million but are less
than $500 million, the Manager will pay Fleming an annualized fee equal to 0.50%
on all assets. When assets under Fleming's management exceed $500 million but
are less than $750 million, the Manager will pay an annualized fee equal to
0.45% on all assets, and when assets exceed $750 million, the Manager will pay
Fleming a flat fee of 0.40% on all assets. When asset levels are between $184
million and $200 million, Fleming will credit the Manager with an adjustment for
the difference between the two fee schedules. The credit is determined by
pro-rating the difference between the original tiered fee and the flat fee
($80,000 per annum at all asset levels) over the difference between $200 million
and the current asset size for billing purposes.

TEMPLETON INVESTMENT COUNSEL, INC. ("Templeton"), 500 East Broward Blvd.,
Suite 2100, Fort Lauderdale, Florida 33394-3091, is a professional investment
counseling firm which has been providing investment services since 1979.
Templeton is indirectly owned by Franklin Resources, Inc. As of December 31,
1995, Templeton had discretionary investment management authority with respect
to approximately $14.4 billion of assets, including approximately $288 million
of assets of AMR and its subsidiaries and affiliated entities. Templeton serves
as an investment adviser to the International Equity Portfolio. For this
service, the Manager pays Templeton an annualized fee equal to .50% of the first
$100 million in AMR Trust assets under its

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discretionary management, .35% of the next $50 million in assets, .30% of the
next $250 million in assets and .25% on assets over $400 million.

Solely for the purpose of determining the applicable percentage rates when
calculating the fees for each investment adviser other than MSAM, there shall be
included all other assets or trust assets of American Airlines, Inc. also under
management by each respective investment adviser (except assets managed by
Barrow under the HALO Bond Program). For the purpose of determining the
applicable percentage rates when calculating MSAM's fees, all equity account
assets managed by MSAM on behalf of American Airlines, Inc. shall be included.
The inclusion of any such assets will result in lower overall fee rates being
applied to the applicable Portfolio.

AADVANTAGE MILES

The AAdvantage program offers the opportunity to obtain free upgrades and travel
awards on American Airlines and AAdvantage airline participants, as well as
upgrades and discounts on car rentals and hotel accommodations. For more
information about the AAdvantage program, call American Airlines at (800)
433-7300.

AAdvantage miles will be posted monthly in arrears to each shareholder's
AAdvantage account based on the shareholder's average daily account balance
during the previous month. Miles are posted at an annual rate of one mile per
$10 maintained in a Fund. Mileage is calculated on the average daily balance and
posted monthly. The average daily balance is calculated by adding each day's
balance and dividing by the number of days in the month. For example, the
average daily balance on a $50,000 account funded on the 16th day of a month
having 30 days (and maintained at that balance through the end of the month)
would be $25,000. Mileage received for that month would be 208 miles. If the
same balance were maintained through the next month, the average daily balance
would be $50,000, and the mileage would be 417 miles that month and every month
the $50,000 investment was maintained in the Funds. These miles appear on the
monthly account statement as well as on subsequent AAdvantage program
statements.

In the case of Trust Accounts, AAdvantage miles will be posted only in a
trustee's individual name, and not in the name of the Trust Account. Before
investing in a Fund, trustees of Trust Accounts should consult their own legal
and tax advisers as to the tax effect of this arrangement and whether this
arrangement is consistent with their legal duties as trustees. American Airlines
has informed the Funds that in administering an AAdvantage member's AAdvantage
account, it shall not be required to distinguish between AAdvantage miles
accumulated by the individual in his/her capacity as trustee to a Trust Account
from AAdvantage miles accumulated in an individual capacity or from other
sources.

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The Manager reserves the right to discontinue the posting of AAdvantage
miles or to change the mileage calculation at any time upon notice to
shareholders. See also "Dividends, Other Distributions and Tax Matters."

American Airlines may find it necessary to change AAdvantage program rules,
regulations, travel awards and special offers at any time. This means that
American Airlines may initiate changes impacting, for example, participant
affiliations, rules for earning mileage credit, mileage levels and rules for the
use of travel awards, continued availability of travel awards, blackout dates
and limited seating for travel awards, and the features of special offers.
American Airlines reserves the right to end the AAdvantage program with six
months' notice. AAdvantage travel awards, mileage accrual and special offers are
subject to government regulations.

HOW TO PURCHASE SHARES

Shares are sold on a continuous basis. Purchase orders should be directed to the
transfer agent either by mail, by pre-authorized investment or by wire as
described here and in the chart below. The minimum initial purchase for each
Fund is $10,000, except for accounts opened by employees or retirees of AMR
Corporation or one of its subsidiaries ("AMR Related Accounts") for which a
$5,000 minimum applies. The Funds have no obligation to accept purchase requests
or maintain accounts which do not meet minimum purchase requirements. Accounts
opened through financial intermediaries may be subject to lower or higher
minimums. The minimum for subsequent purchases is $250, except for wire
purchases for which a $1,000 minimum applies. The Manager reserves the right to
waive or change the minimum investment requirements.

An order to purchase shares of a Variable NAV Fund will be executed at the
next share price calculated Monday through Friday on each day on which the New
York Stock Exchange (the "Exchange") is open for trading, which excludes the
following business holidays: New Year's Day, President's Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day
("Business Day"). Shares of the Variable NAV Funds are offered and purchase
orders are accepted until 4:00 p.m. Eastern time on each Business Day. An order
to purchase shares of the Money Market Funds will be executed at the Fund's next
determined net asset value per share on any day on which the Exchange is open
for business except for Martin Luther King's Birthday, Columbus Day and
Veteran's Day ("Money Market Business Day") and during which federal funds
become available to the Fund. Shares are offered and orders are accepted for the
Municipal Money Market Fund until 12:00 p.m. Eastern time, for the U.S. Treasury
Money Market Fund until 12:30 p.m. Eastern time, and for the Money Market Fund
until 3:00 p.m. Eastern time, on each Money Market Business Day. The Mileage
Trust reserves the right to reject any order for the purchase of shares and to
limit or suspend, without prior notice, the offering of shares. "Federal funds"
are funds deposited by a commercial bank in an account at a federal

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reserve bank that can be transferred to a similar account of another bank in one
day and thus may be made immediately available to a Money Market Fund through
its custodian.

HOW TO PURCHASE SHARES

<TABLE>
<CAPTION>
INITIAL SUBSEQUENT
INVESTMENT INVESTMENTS
<S> <C> <C>
MINIMUM $10,000 ($5,000 for AMR $250, except $1,000 for wire
INVESTMENT Related Accounts). Shares transfers
purchased through financial
intermediaries may have
lower or higher minimums.
- ---------------------- --------------------------- ---------------------------------
INVESTMENTS BY MAIL Please make check payable to Please make check payable to the
American AAdvantage Mileage applicable American AAdvantage
MAIL TO: Funds-specific Fund Mileage Funds and include your
American AAdvantage (Balanced, Growth and account number on the check. Mail
Mileage Funds Income, International to the address printed on your
P.O. Box 4580 Equity, Limited-Term Income, account statement. Include either
Chicago, IL 60680-4580 Money Market, Municipal the detachable form from your
Money Market or U.S. account statement, the deposit
Treasury Money Market Fund) slips provided with your checkbook
and mail with your (if you have a Money Market
application. account and opted for checking) or
a letter with the account name and
number.
- ---------------------- --------------------------- ---------------------------------
INVESTMENTS BY Not available. Amount is drawn on your bank
PRE-AUTHORIZED checking account and automatically
AUTOMATIC PURCHASE invested on a specific day each
Call (800) 231-4252 to month.
establish.
- ---------------------- --------------------------- ---------------------------------
INVESTMENTS BY WIRE An application must precede $1,000 minimum
Call (800) 231-4252 to initial purchase. Indicate
wire funds. "new" for account number.
</TABLE>

Federal funds should be wired to: State Street Bank & Trust Co., ABA Routing
#0110-0002-8; BNF=GSFG/AC-25652520; Attn: American AAdvantage Mileage
Funds-Specific Fund (Balanced, Growth and Income, International Equity,
Limited-Term Income, Money Market, Municipal Money Market or U.S. Treasury Money
Market Fund) together with the account registration and number. Investors will
be responsible for any charges assessed by their bank to handle wire transfers.

OPENING AN ACCOUNT -- A completed and signed application is required for each
new account opened, regardless of the method chosen for making an initial
investment. If an individual opening an account is not yet a member of the
AAdvantage program, he or she automatically will be enrolled and assigned an
AAdvantage account number. If assistance is required in filling out the
application, or if extra applications are required, call (800) 231-4252.

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HOW TO REDEEM SHARES

Shares of the Variable NAV Funds may be redeemed by telephone, by pre-authorized
automatic redemption or by mail on any Business Day. Shares of the Money Market
Funds may be redeemed by telephone, by writing a check, by pre-authorized
automatic redemption or by mail on any Money Market Business Day. Shares will be
redeemed at the net asset value next calculated after the applicable Fund has
received and accepted the redemption request. Proceeds from a redemption of
shares purchased by check or pre-authorized automatic purchase may be withheld
until the funds have cleared, which may take up to 15 days. Although the Funds
intend to redeem shares in cash, each Fund reserves the right to pay the
redemption price in whole or in part by a distribution of readily marketable
securities held by the Fund's corresponding Portfolio. See the SAI for further
information concerning redemptions in kind.

A shareholder's account will be charged $12 for wire redemptions to cover
transaction costs. Redemption proceeds will generally be sent within one
Business Day or Money Market Business Day, as applicable. However, if making
immediate payment could adversely affect a Fund, it may take up to seven days to
send payment.

A minimum of $5,000 is required in order to maintain an account in a Fund.
Otherwise, a Fund may give a shareholder 60 days' notice to increase the account
balance to this level in order to avoid account closure. If a shareholder does
not increase the account balance to $5,000 within the 60 day period, the Fund is
entitled to close the account and mail the proceeds to the address of record.

To ensure acceptance of a redemption request, please adhere to the following
procedures.

REDEEMING BY TELEPHONE -- Shares may be redeemed by telephone if the
shareholder's account application reflects that option. Minimum redemption
amounts are $100 for check redemptions and $1,000 for wire redemptions.
Telephone redemptions in any 30 day period shall not exceed $25,000 without the
express written consent of the Mileage Trust. In order to redeem by telephone,
investors should call the transfer agent at (800) 231-4252. Redemption proceeds
will only be mailed to either the address of record or mailed or wired to a
commercial bank account designated on the account application.

By establishing the telephone redemption service, investors authorize the
Funds or their agent to act upon verbal instructions to redeem shares for any
account for which such service has been authorized. In an effort to prevent
unauthorized or fraudulent redemption requests by telephone, the transfer agent
will employ reasonable procedures specified by the Funds to confirm that such
instructions are genuine. For instance, all telephone redemption requests will
be recorded and proceeds of telephone redemption requests will only be sent to
the address or account designated in the application.

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Neither the Funds, the Trusts, the Manager, Goldman or their trustees, directors
or officers will be liable for any unauthorized or fraudulent redemption
instructions received by telephone. If reasonable procedures as described above
are not implemented, these parties may be liable for any loss due to
unauthorized or fraudulent transactions. Due to the volume of calls or other
unusual circumstances, telephone redemptions may be difficult to implement
during certain time periods. This service may be amended or terminated at any
time by the transfer agent or the Mileage Trust without prior notice.

REDEEMING BY CHECK -- If an investor elects on the application, shares of the
Money Market Funds may be redeemed through the check writing feature. There is
no limit on the number of checks written per month and no check redemption fees.
Checks must be written in amounts of $100 or more. Check drafts however, are not
returned to shareholders. If copies of drafts are required, a service charge of
$2 per check will be assessed to the shareholder.

PRE-AUTHORIZED AUTOMATIC REDEMPTIONS -- Shareholders can arrange to have a
preauthorized amount ($100 or more) redeemed from their shareholder account and
automatically deposited into a bank account on one or more specified day(s) of
each month. For more information regarding preauthorized automatic redemptions,
contact the transfer agent at (800) 231-4252.

REDEEMING BY MAIL -- A letter of instruction may be mailed to Goldman c/o the
American AAdvantage Mileage Funds, P.O. Box 4580, Chicago, IL 60680-4580. It
should specify the Fund (Balanced, Growth and Income, International Equity,
Limited-Term Income, Money Market, Municipal Money Market or U.S. Treasury Money
Market Fund), the number of shares or dollar amount to be redeemed, the
shareholder's name and account number. The letter of instruction must be signed
by all persons required to sign for the account, exactly as it is registered.
Redemptions over $25,000, redemption proceeds in any amount sent to an address
other than the address of record or to a commercial bank account other than the
account designated on the application, or redemptions on an account whose
address of record has been changed within thirty days, must be accompanied by a
signature guarantee by a financial institution satisfying the standards
established by Goldman.

FULL REDEMPTIONS -- Unpaid dividends credited to an account up to the date of
redemption of all shares of a Money Market Fund generally will be paid at the
time of redemption.

EXCHANGE PRIVILEGE

Shares of a Fund which have been registered in a shareholder's name for at least
15 days may be exchanged into shares of another Fund. A minimum exchange of $250
is required into existing accounts. If a shareholder wishes to establish a new
account by

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<PAGE> 43

making an exchange, a $10,000 minimum ($5,000 for AMR Related Accounts) is
required.

Shareholders may exchange shares by sending the Funds a written request or
by calling Goldman at (800) 231-4252. The exchange will be processed at the next
share price calculated after the request is received in good order by the Funds.
In establishing a telephone exchange service, shareholders authorize the Funds
or their agent to act upon verbal instructions to exchange shares from any
account for which such service is authorized to any identically registered
account(s). Goldman will use reasonable procedures specified by the Funds to
confirm that such instructions are genuine such as the recording of all
telephone exchange requests. If reasonable procedures as described above are
implemented, neither the Funds, the Trusts, the Manager, Goldman or their
trustees, directors or officers will be liable for any unauthorized or
fraudulent instructions.

The general redemption policies apply to redemptions by telephone exchange.
The exchange privilege may be modified or terminated at any time by the Funds.
The Funds reserve the right to limit the number of exchanges an investor may
exercise.

VALUATION OF SHARES

The net asset value of each share (share price) of the Variable NAV Funds is
determined as of 4:00 p.m. Eastern time on each Business Day and the net asset
value of each share of the Money Market Funds is determined as of 4:00 p.m.
Eastern time on each Money Market Business Day. Except for the Mileage Class of
the Money Market Fund, the net asset value of all outstanding shares of a Fund
will be determined by computing that Fund's total assets (which is the value of
the Fund's investment in its corresponding Portfolio), subtracting all of each
Fund's liabilities, and dividing the result by the total number of shares of
that Fund outstanding at such time. The net asset value of Mileage Class shares
of the Money Market Fund will be based on a pro rata allocation of the value of
the Fund's corresponding Portfolio's investment income, expenses and total
capital gains and losses. The allocation will be based on the comparative net
asset value at the beginning of the day, except for expenses related solely to
one class of shares ("Class Expenses"), which will be borne only by the
appropriate class of shares. Because of Class Expenses, the net income
attributable to and the dividends payable may be different for each class of
shares.

Equity securities listed on securities exchanges, including all but United
Kingdom securities of the International Equity Portfolio, are valued at the last
quoted sales price on a designated exchange prior to the close of trading on the
Exchange or, lacking any sales, on the basis of the last current bid price prior
to the close of trading on the Exchange. Securities of the United Kingdom held
in the International Equity Portfolio are priced at the last jobber price (mid
of the bid and offer prices quoted by the leading stock jobber in the security)
prior to close of trading on the Exchange. Trading

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<PAGE> 44

in foreign markets is usually completed each day prior to the close of the
Exchange. However, events may occur which affect the values of such securities
and the exchange rates between the time of valuation and the close of the
Exchange. Should events materially affect the value of such securities during
this period, the securities are priced at fair value, as determined in good
faith and pursuant to procedures approved by the AMR Trust Board.
Over-the-counter equity securities are valued on the basis of the last bid price
on that date prior to the close of trading. Debt securities (other than
short-term securities) will normally be valued on the basis of prices provided
by a pricing service and may take into account appropriate factors such as
institution-size trading in similar groups of securities, yield, quality, coupon
rate, maturity, type of issue, trading characteristics and other market data. In
some cases, the prices of debt securities may be determined using quotes
obtained from brokers. Securities for which market quotations are not readily
available are valued at fair value, as determined in good faith and pursuant to
procedures approved by the AMR Trust Board. Assets and liabilities denominated
in foreign currencies and forward currency contracts are translated into U.S.
dollar equivalents based on prevailing market rates. Portfolio obligations held
by the Money Market Portfolios are valued in accordance with the amortized cost
method, which is designed to enable those Portfolios and their corresponding
Funds to maintain a consistent $1.00 per share net asset value. Investment grade
short-term obligations with 60 days or less to maturity held by all other
Portfolios also are valued using the amortized cost method as described in the
SAI.

DIVIDENDS, OTHER DISTRIBUTIONS AND TAX MATTERS

Dividends from the net investment income of the Balanced Fund, the Growth and
Income Fund and the International Equity Fund will be declared annually.
Dividends consisting of substantially all of the net investment income of the
Limited-Term Income Fund, which are paid monthly, normally are declared on each
Business Day immediately prior to the determination of the net asset value and
are payable to shareholders of record as of the opening of business on the day
on which declared. A Fund's net investment income consists of its share of its
corresponding Portfolio's dividends and interest (including discount) accrued on
its securities, less applicable expenses. Distributions of a Fund's share of its
corresponding Portfolio's realized net short-term capital gain, net capital gain
(the excess of net long-term capital gain over net short-term capital loss), and
net gains from foreign currency transactions, if any, normally will be made
annually.

Dividends and other distributions paid on each class of the Money Market
Fund's shares are calculated at the same time and in the same manner. All of
each Money Market Fund's net investment income and net short-term capital gain,
if any, generally will be declared as dividends on each Money Market Business
Day immediately prior to the determination of the net asset value. Dividends
generally will be paid monthly, in cash or in Fund shares, on the first Money
Market Business Day of the following

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<PAGE> 45

month. The Municipal Money Market and U.S. Treasury Money Market Funds' net
investment income will consist of its share of interest accrued and discount
earned on its corresponding Portfolio's securities, less amortization of premium
and the estimated expenses of the Portfolio and the Fund. The Money Market
Fund's net investment income attributable to the Mileage Class consists of that
class' pro rata share of the Fund's share of interest accrued and discount
earned on its corresponding Portfolio's securities less amortization of premium
and estimated share of its expenses of both the Portfolio and the Fund
attributable to the Mileage Class. The Money Market Portfolios do not expect to
realize net capital gain, and, therefore, the Money Market Funds do not foresee
paying any capital gain distributions. If any Money Market Fund (either directly
or indirectly through its corresponding Portfolio) incurred or anticipated any
unusual expenses, loss or depreciation that would adversely affect its net asset
value or income for a particular period, the Board would at that time consider
whether to adhere to the dividend policy described above or to revise it in the
light of the then prevailing circumstances.

Unless a shareholder elects otherwise on the account application, all
dividends and other distributions on a Fund's shares will be automatically
declared and paid in additional shares of that Fund. However, a shareholder may
choose to have distributions of net capital gain paid in shares and dividends
paid in cash, or have all such distributions and dividends paid in cash. An
election may be changed at any time by delivering written notice that is
received by the transfer agent at least ten days prior to the payment date for
the distribution or dividend.

Each Fund is treated as a separate corporation for federal income tax
purposes and intends to continue to qualify for treatment as a regulated
investment company under the Internal Revenue Code of 1986, as amended. In each
taxable year that a Fund so qualifies, the Fund (but not its shareholders) will
be relieved of federal income tax on that part of its investment company taxable
income (generally, net investment income plus any net short-term capital gain
and gains from certain foreign currency transactions) and net capital gain that
it distributed to its shareholders. However, a Fund will be subject to a
nondeductible 4% excise tax to the extent that it fails to distribute by the end
of any calendar year substantially all of its ordinary income for that calendar
year and its net capital gain for the one-year period ending on October 31 of
that year, plus certain other amounts. For these and other purposes, dividends
and other distributions declared by a Fund in October, November or December of
any year and payable to shareholders of record on a date in one of those months
will be deemed to have been paid by the Fund and received by the shareholders on
December 31 of that year if they are paid by the Fund during the following
January. Each Portfolio has received a ruling from the Internal Revenue Service
that it is classified for federal income tax purposes as a partnership;
accordingly, no Portfolio is subject to federal income tax.

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<PAGE> 46

Dividends from a Fund's investment company taxable income will be taxable to
its shareholders as ordinary income to the extent of the Fund's earnings and
profits, whether received in cash or paid in additional Fund shares.
Distributions of a Fund's net capital gain (whether received in cash or paid in
additional Fund shares), when designated as such, generally will be taxable to
those shareholders as long-term capital gain, regardless of how long they have
held their Fund shares. A capital gain distribution from a Fund also may be
offset by capital losses from other sources.

Some foreign countries may impose withholding taxes on certain dividends
payable to the International Equity Portfolio. The International Equity Fund's
share of any such tax withheld may either be treated by that Fund as a deduction
or if it satisfies certain requirements, it may elect to flow the tax through to
its shareholders, who in turn may either treat it as a deduction or use it in
calculating a credit against their federal income tax.

Distributions by the Municipal Money Market Fund that it designates as
"exempt-interest dividends" generally may be excluded from gross income by its
shareholders. If the Municipal Money Market Portfolio earns taxable income from
any of its investments, the Municipal Money Market Fund's share of that income
will be distributed as a taxable dividend. To the extent that Portfolio invests
in certain private activity obligations, that Fund's shareholders will be
required to treat a portion of its dividends as a "tax preference item" in
determining their liability for the AMT. Exempt-interest dividends also may be
subject to state or local tax laws. Because some states exempt from tax the
interest on their own obligations and obligations of governmental agencies of
and municipalities in the state, shareholders will receive tax information each
year regarding the Municipal Money Market Fund's exempt-interest income by
state. Interest on indebtedness incurred or continued by a shareholder to
purchase or carry shares of that Fund is not deductible.

Redemption of Fund shares (other than shares of the Money Market Funds) may
result in taxable gain or loss to the redeeming shareholder, depending upon
whether the fair market value of the redemption proceeds exceeds or is less than
the shareholder's adjusted basis for the redeemed shares. An exchange of shares
of a Fund for shares of any other Fund (see "Exchange Privileges") generally
will have similar tax consequences. If shares of a Fund are sold at a loss after
being held for six months or less, the loss will be treated as long-term,
instead of short-term, capital loss to the extent of any capital gain
distributions received on those shares.

If shares are purchased shortly before the record date for a dividend (other
than an exempt-interest dividend) or other distribution, the investor will pay
full price for the shares and receive some portion of the price back as a
taxable distribution.

Each Fund notifies its shareholders following the end of each calendar year
of the amounts of dividends and capital gain distributions paid (or deemed paid)
(and for the

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<PAGE> 47

International Equity Fund, if it satisfies the requirements and makes the
election referred to above, its share of the Fund's share of any foreign taxes
paid by the International Equity Portfolio) that year and of any portion of
those dividends that qualifies for the corporate dividends-received deduction.
The notice sent by the Municipal Money Market Fund specifies the amounts of
exempt-interest dividends (and the portion thereof, if any, that is a tax
preference item for purposes of the AMT) and any taxable dividends. The Manager
expects that each Fund also will notify its shareholders that their taxable
dividends for each year include a nominal amount reflecting the value of
AAdvantage Miles credited to their accounts, which are deemed by the Internal
Revenue Service to constitute taxable distributions by the Funds.

Each Fund is required to withhold 31% of all taxable dividends, capital gain
distributions and, for all Funds other than the Money Market Funds, redemption
proceeds payable to any individuals and certain other non-corporate shareholders
who do not provide the Fund with a correct taxpayer identification number or
(except with respect to redemption proceeds) who otherwise are subject to
back-up withholding.

The foregoing is only a summary of some of the important tax considerations
generally affecting the Funds and their shareholders. Prospective investors are
urged to consult their own tax advisers regarding specific questions as to the
effect of federal, state or local income taxes on any investment in the Mileage
Trust, as well as any tax consequences relating to the receipt of AAdvantage
Miles. For further tax information, see the SAI.

GENERAL INFORMATION

Each Fund's shares can be issued in an unlimited number. The Money Market Fund
consists of two classes of shares and all other Funds consist of one class of
shares. Each share represents an equal proportionate beneficial interest in that
Fund and is entitled to one vote. Only shares of a particular class may vote on
matters affecting that class. Only shares of a particular Fund may vote on
matters affecting that Fund. All shares of the Mileage Trust vote on matters
affecting it as a whole. Share voting rights are not cumulative, and shares have
no preemptive or conversion rights. Shares of the Mileage Trust are
nontransferable.

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<PAGE> 48

matters related to its corresponding Portfolio, the Mileage Trust Board shall
vote shares for which they receive no voting instructions in the same proportion
as the shares for which they do receive voting instructions. Any information
received from a Portfolio in the Portfolio's report to shareholders will be
provided to the shareholders of its corresponding Fund.

As a Massachusetts business trust, the Mileage Trust is not obligated to
conduct annual shareholder meetings. However, the Mileage Trust will hold
special shareholder meetings whenever required to do so under the federal
securities laws or the Mileage Trust's Declaration of Trust or By-Laws. Trustees
can be removed by a shareholder vote at special shareholder meetings.

As more fully described in the SAI, the following persons may be deemed to
control certain Funds by virtue of their ownership of more than 25% of the
outstanding shares of a Fund as of March 31, 1996:

<TABLE>
<S> <C>
AMERICAN AADVANTAGE LIMITED-TERM INCOME MILEAGE FUND
Bonnie Stern 32%
AMERICAN AADVANTAGE MUNICIPAL MONEY MARKET MILEAGE
FUND
Eric & Catherine Kobren 34%
</TABLE>

SHAREHOLDER COMMUNICATIONS

Shareholders will receive periodic reports, including annual and semi-annual
reports which will include financial statements showing the results of the
Funds' operations and other information. The financial statements of the Mileage
Trust and the AMR Trust will be audited by Ernst & Young LLP, independent
auditor, at least annually. Shareholder inquiries and requests for information
regarding the other investment companies which also invest in the AMR Trust
should be made in writing to the Funds at P.O. Box 619003, MD5645, Dallas/Fort
Worth Airport, Texas 75261-9003 or by calling (800) 388-3344.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND IN SALES
LITERATURE SPECIFICALLY APPROVED BY OFFICERS OF THE MILEAGE TRUST FOR USE IN
CONNECTION WITH THE OFFER OF ANY FUND'S SHARES, AND, IF GIVEN OR MADE, SUCH
OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE FUNDS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER IN ANY
JURISDICTION IN WHICH, OR TO ANY PERSON TO WHOM, SUCH OFFERING MAY NOT LAWFULLY
BE MADE.

American AAdvantage Mileage Funds is a service mark of AMR Corporation. Mileage
Class is a registered service mark and Platinum Class, 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 and American AAdvantage
U.S. Treasury Money Market Mileage Fund are service marks of AMR Investment
Services, Inc.

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<PAGE> 49

-- NOTES --
<PAGE> 50

American AAdvantage
Mileage Funds

P.O. Box 4580
Chicago, Illinois 60680-4580
(800) 388-3344

<PAGE> 51
STATEMENT OF ADDITIONAL INFORMATION

AMERICAN AADVANTAGE MILEAGE FUNDS(SM)

MAY 1, 1996

American AAdvantage Mileage Funds (the "Mileage Trust") is an open-end,
diversified management investment company composed of the American AAdvantage
Balanced Mileage Fundsm (the "Balanced Fund"), American AAdvantage Growth and
Income Mileage Fundsm (the "Growth and Income Fund"), American AAdvantage
International Equity Mileage Fundsm (the "International Equity Fund"), American
AAdvantage Limited-Term Income Mileage Fundsm (the "Limited-Term Income Fund"),
American AAdvantage Money Market Mileage Fundsm (the "Money Market Fund"),
American AAdvantage Municipal Money Market Mileage Fundsm (the "Municipal Money
Market Fund"), and American AAdvantage U.S. Treasury Money Market Mileage
Fundsm (the "U.S. Treasury Money Market Fund") (individually, a "Fund" and,
collectively, the "Funds"). All Funds consist of one class of shares, except
for the Money Market Fund, which consists of two classes of shares. With
respect to the Money Market Fund, this Statement of Additional Information
("SAI") relates only to the Mileage Class.

Each Fund will seek its investment objective by investing all of its
investable assets in a corresponding portfolio (individually, a "Portfolio"
and, collectively, the "Portfolios") of the AMR Investment Services Trust ("AMR
Trust") that has a similar name and an identical investment objective to the
investing Fund.

This SAI should be read in conjunction with the Prospectus for the
Mileage Trust dated May 1, 1996 ("Prospectus"), a copy of which may be obtained
without charge by calling (800) 645-3796.

This SAI is not a prospectus and is authorized for distribution to
prospective investors only if preceded or accompanied by a current Prospectus.

INVESTMENT RESTRICTIONS

Each Fund has the following fundamental investment policy that enables it
to invest in a corresponding Portfolio of the AMR Trust:

Notwithstanding any other limitation, the Fund may invest all of
its investable assets in an open-end management investment company
with substantially the same investment objectives, policies and
limitations as the Fund. For this purpose, "all of the Fund's
investable assets" means that the only investment securities that
will be held by the Fund will be the Fund's interest in the
investment company.

All other fundamental investment policies and the non-fundamental
policies of each Fund and its corresponding Portfolio are identical.
Therefore, although the following discusses the investment policies of each
Portfolio and the AMR Trust's Board of Trustees ("AMR Trust Board"), it applies
equally to each Fund and the Mileage Trust's Board of Trustees ("Mileage Trust
Board").

In addition to the investment limitations noted in the Prospectus, the
following seven restrictions have been adopted by each Portfolio and may be
changed with respect to any Portfolio only by the majority vote of that
Portfolio's outstanding interests, which as used herein means the lesser of (a)
67% of the interests of the Portfolio present at the meeting if the holders of
more than 50% of the interests are present and represented at the interest
holders' meeting or (b) more than 50% of the interests of the Portfolio.
Whenever a Fund is requested to vote on a change in the investment restrictions
of its corresponding Portfolio, that Fund will hold a meeting of its
shareholders and will cast its votes as instructed by its shareholders.

No Portfolio may:
<PAGE> 52
1. Purchase or sell real estate or real estate limited partnership
interests, provided, however, that the Portfolio may invest in securities
secured by real estate or interests therein or issued by companies which
invest in real estate or interests therein when consistent with the other
policies and limitations described in the Prospectus.

2. 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 Prospectus.

3. Engage in the business of underwriting securities issued by others,
except to the extent that, in connection with the disposition of
securities, the Portfolio may be deemed an underwriter under federal
securities law.

4. Make loans to any person or firm, provided, however, that the
making of a loan shall not be construed to include (i) the acquisition
for investment of bonds, debentures, notes or other evidences of
indebtedness of any corporation or government which are publicly
distributed or (ii) the entry into repurchase agreements and further
provided, however, that each Portfolio may lend its investment securities
to broker-dealers or other institutional investors in accordance with the
guidelines stated in the Prospectus.

5. Purchase from or sell portfolio securities to its officers,
Trustees or other "interested persons" of the AMR Trust, as defined in
the Investment Company Act of 1940 ("1940 Act"), including its investment
advisers and their affiliates, except as permitted by the 1940 Act and
exemptive rules or orders thereunder.

6. Issue senior securities, except that the Portfolio may engage in
when-issued and forward commitment transactions and the International
Equity Portfolio may engage in currency futures and forward currency
contracts.

7. 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. In
addition, although not a fundamental policy, the Portfolios intend to
repay any money borrowed before any additional portfolio securities are
purchased. See "Other Information" for a further description regarding
reverse repurchase agreements.

The corresponding Portfolio of the Money Market Fund (the "Money Market
Portfolio"), as a fundamental policy, is restricted from purchasing the
securities of other investment companies except in connection with a merger,
consolidation, acquisition of assets or other reorganization approved by the
Portfolio's interest holders.

The following non-fundamental investment restrictions apply to each
Portfolio and may be changed with respect to a Portfolio by a majority vote of
the AMR Trust Board. No Portfolio may:

1. Purchase securities on margin, effect short sales (except that the
Portfolio may obtain such short-term credits as may be necessary for the
clearance of purchases or sales of securities) or purchase or sell call
options or engage in the writing of such options.

2. Purchase or retain the securities of an issuer if, to the AMR
Trust's knowledge, one or more of the trustees or officers of the AMR
Trust, or the investment adviser responsible for the investment of the
AMR Trust's assets or its directors or officers, individually own
beneficially more than 1/2 of 1% of the securities of such issuer and
together own beneficially more than 5% of such securities.

All Portfolios, other than the Money Market Portfolio, may invest up
to 10% of their total assets in the securities of other investment companies to
the extent permitted by law. A Portfolio may incur duplicate advisory or
management fees when investing in another mutual fund.

In addition, no Portfolio may invest in warrants, except as permitted by
its investment policies as described in the Prospectus, provided that no such
Portfolio shall invest more than 5% of its net assets, valued at the lower of
cost or market, in warrants or more than 2% of its net assets in warrants which
are not listed on the New York or American Stock Exchanges.
<PAGE> 53

TRUSTEES AND OFFICERS

The Mileage Trust Board provides broad supervision over the Mileage
Trust's affairs. AMR Investment Services, Inc. (the "Manager") is responsible
for the management of AMR Trust assets and the administration of the Mileage
Trust assets, and the Mileage Trust's officers are responsible for the Mileage
Trust's operations. The Trustees and officers of the Mileage Trust and AMR
Trust are listed below, together with their principal occupations during the
past five years. Unless otherwise indicated, the address of each person listed
below is 4333 Amon Carter Boulevard, MD 5645, Fort Worth, Texas 76155.

<TABLE>
<CAPTION>
POSITION WITH PRINCIPAL OCCUPATION
NAME, AGE AND ADDRESS EACH TRUST DURING PAST 5 YEARS
--------------------- ------------- ---------------------
<S> <C> <C>
William F. Quinn* (48) Trustee and President President, AMR Investment
Services, Inc. (November
1986- Present); Chairman,
American Airlines Employees
Federal Credit Union
(October 1989-Present);
Trustee, American
Performance Funds
(September 1990-July 1994);
Director, Crescent Real
Estate Equities, Inc.
(April 1994 - Present);
Trustee, American
AAdvantage Funds (1987 -
Present).

David G. Fox (72) Trustee Director, Capstead Mortgage
5949 Sherry Lane Company (1985-1994);
Suite 1220, LB 125 Director, Southwestern
Dallas, Texas 75225-6521 Medical Foundation (1984-
Present); Trustee, Shelter
Ministries of Dallas (1993-
Present); Member, Dallas
Citizens Council (1967-
Present); President, Dallas
County Historical
Foundation (1987-1993);
Chairman of the Board,
Sensible Metropolitan Area
Rapid Transit (1987-1994);
Chairman of the Board,
State Fair of Texas (April
1988-April 1993); Owner,
David G. Fox Investments
(1985-Present); Trustee,
American AAdvantage Funds
(1987 - Present).

John S. Justin (79) Trustee Chairman and Chief
2821 West Seventh Street Executive Officer, Justin
Fort Worth, Texas 76107 Industries, Inc. (a
diversified holding
company) (1969-Present);
Executive Board Member,
Blue Cross/Blue Shield of
Texas (1985-Present); Board
Member, Zale Lipshy
Hospital (June
1993-Present); Trustee,
Texas Christian University
(1980-Present); Director
and Executive Board Member,
Moncrief Radiation Center
(1985-Present); Director,
Texas New Mexico
Enterprises (1984-1993);
Director, Texas New Mexico
Power Company (1979-1993);
Trustee, American
AAdvantage Funds (1989 -
Present).

Stephen D. O'Sullivan* (60) Trustee Consultant (July
1994-Present); Vice
President and Controller
(April 1985-June 1994),
American Airlines, Inc.;
Trustee, American
AAdvantage Funds (1987 -
Present).
</TABLE>

3
<PAGE> 54

<TABLE>
POSITION WITH PRINCIPAL OCCUPATION
NAME, AGE AND ADDRESS EACH TRUST DURING PAST 5 YEARS
--------------------- ------------- ---------------------
<S> <C> <C>
Roger T. Staubach (54) Trustee Chairman of the Board and
Chief Executive Officer
(1982- present) and
President (1983-1991) of
The Staubach Company (a
commercial real estate
company); Director,
Halliburton Company
(1991-present); Director,
First USA, Inc.
(1993-present); Director,
Brinker International
(1993-present); Director,
Columbus Realty Trust
(1994- present); Member of
the Advisory Board, The
Salvation Army; Member of
the Advisory Board, Dallas
International Sports
Commission; Member of the
Advisory Board, Hartford
Whalers Hockey Club;
Trustee, Institute for
Aerobics Research; Member
of Executive Council,
Daytop/Dallas; former
quarterback of the Dallas
Cowboys professional
football team; Trustee,
American AAdvantage Funds
(1995 - Present).

Nancy A. Eckl (33) Vice President Vice President (December
1990-Present), Assistant
Controller (February
1989-November 1990), AMR
Investment Services, Inc.

Michael W. Fields (42) Vice President Vice President, AMR
Investment Services, Inc.
(August 1988-Present).

Barry Y. Greenberg (32) Vice President and Director, Legal and
Assistant Secretary Compliance, AMR Investment
Services, Inc. (July
1995-Present); Branch Chief
(May 1992-June 1995) and
Staff Attorney (August
1988-May 1992), Fort Worth
District Office of the
Securities and Exchange
Commission.

Rebecca L. Harris (28) Treasurer Director of Finance (May
1995-Present), Controller
(November 1991-April 1995),
AMR Investment Services,
Inc.; Financial Analyst,
Sabre Travel Information
Network (December
1990-October 1991).

John B. Roberson (37) Vice President Vice President (June
1991-Present), Assistant
Vice President (August
1988-May 1991), AMR
Investment Services, Inc.

Janice B. Schwarz (36) Assistant Secretary Senior Compliance Analyst,
AMR Investment Services,
Inc. (December
1990-Present).

Clifford J. Alexander (52) Secretary Partner, Kirkpatrick &
Lockhart LLP (law firm)

Robert J. Zutz (43) Assistant Secretary Partner, Kirkpatrick &
Lockhart LLP (law firm)
</TABLE>

* Messrs. Quinn and O'Sullivan, by virtue of their current or former
positions, are deemed to be "interested persons" of the Mileage Trust as
defined by the 1940 Act.

All Trustees and officers as a group own less than 1% of the outstanding
shares of any of the Funds.

As compensation for their service to the Trusts, the Independent Trustees
and their spouses receive free air travel from American Airlines, Inc., an
affiliate of the Manager and reimbursement for expenses incurred in attending
Board meetings. The Trusts do not pay for these travel arrangements. However,
the Trusts compensate each Trustee with payments in an amount equal to the
Trustees' income tax on the value of this free airline travel. These amounts
are reflected in the following table for the fiscal year ended October 31,
1995.

4
<PAGE> 55

Because the Mileage Trust did not commence active operations until November 1,
1995, it did not pay any compensation to the Trustees for fiscal year ended
October 31, 1995.

Aggregate Pension or Retirement Total Compensation
Compensation Benefits Accrued as Estimated Annual From American
From the Part of the Mileage Benefits Upon AAdvantage Fund
Name of Trustee Mileage Trust Trust's Expenses Retirement Complex
--------------- ------------- ---------------- ---------- -------
<S> <C> <C> <C> <C>
William F. Quinn $0 $0 $0 $0
David G. Fox $0 $0 $0 $27,510
John S. Justin $0 $0 $0 $14,475
Stephen D. O'Sullivan $0 $0 $0 $0
Roger T. Staubach(1) $0 $0 $0 $0
</TABLE>

MANAGEMENT AND DISTRIBUTION FEES

As described more fully in the Prospectus, the Manager is paid a
management fee as compensation for its administrative services, for paying
investment advisory fees and for providing the Portfolios with advisory and
asset allocation services. In addition, the Manager receives a fee from the
Mileage Trust as compensation for its administrative services.

Also as described more fully in the Prospectus, the Manager (or another
entity approved by the Mileage Trust Board) under a distribution plan adopted
pursuant to Rule 12b-1 under the 1940 Act, is paid by each Fund 0.25% per annum
of the average daily net assets of each Fund for distribution-related services.

For the fiscal year ended October 31, 1995, the Mileage Trust did not pay
any management or administrative services fees because it did not commence
active operations until November 1, 1995.

BTS, as distributor of the Funds, receives an annualized fee of $50,000
from the Manager for distributing the shares of the Mileage Trust and the
American AAdvantage Funds.

APPROACH TO STOCK SELECTION

Investment advisers to the corresponding Portfolios of the Balanced,
Growth and Income and International Equity Funds will select equity securities
which, in their opinion, have above average growth potential and are also
selling at a discount to the market. This approach focuses on the purchase of
a diverse group of stocks below their perceived economic value. Each of the
investment advisers determines the growth prospects of firms based upon a
combination of internal and external research using fundamental economic cycle
analysis and changing economic trends. The determination of value is based
upon the analysis of several characteristics of the issuer and its equity
securities including price to earnings ratio, price to book value ratio, assets
carried below market value, financial strength and dividend yield.

__________________________________

(1) Mr. Staubach became a Trustee in May 1995 and did not receive tax
reimbursement payments during fiscal year 1995 for his travel during that year.

5
<PAGE> 56
REDEMPTIONS IN KIND

Although each Fund intends to redeem shares in cash, each reserves the
right to pay the redemption price in whole or in part by a distribution of
readily marketable securities held by the applicable Fund's corresponding
Portfolio. However, shareholders always will be entitled to redeem shares for
cash up to the lesser of $250,000 or 1% of the applicable Fund's net asset
value during any 90 day period. Redemption in kind is not as liquid as a cash
redemption. In addition, if redemption is made in kind, shareholders who
receive securities and sell them could receive less than the redemption value
of their securities and could incur certain transactions costs.

EXPENSE LIMITATIONS

Subject to certain state law expense limits, the Mileage Trust pays all
of its expenses (including its share of the Portfolios' expenses) other than
those expressly assumed by the Manager. The most restrictive state expense
limit currently imposed is 2.5% of a Fund's first $30 million in assets, 2.0%
of the next $70 million in assets and 1.5% of all excess assets. If a Fund's
expenses exceed any applicable state expense limits, the Manager would have to
bear such excess expenses in order for the Mileage Trust to continue selling
its shares in that state. Any excess expenses assumed by the Manager can be
reimbursed monthly whenever a Fund's expenses are below applicable expense
limits.

INVESTMENT ADVISORY AGREEMENTS

Separate Investment Advisory Agreements between the investment advisers
(except Brandywine Asset Management, Inc. , Boatmen's Trust Company and Rowe
Price - Fleming International, Inc.) and the Balanced, the Growth and Income,
the International Equity and the Limited-Term Income Funds and their
corresponding Portfolios, as described in the Prospectus, were initially
approved by the Mileage Trust Board, the AMR Trust Board and the initial
shareholders of the Mileage Trust and the AMR Trust effective as of October 1,
1995. Additional Investment Advisory Agreements with Brandywine Asset
Management, Inc., Boatmen's Trust Company and Rowe Price - Fleming
International, Inc. were approved by the shareholders of the Mileage Trust and
interest holders of the AMR Trust effective May 1, 1996 and April 1, 1996,
respectively. Each Fund Investment Advisory Agreement provides that to the
extent a Fund invests all of its investable assets in its corresponding
Portfolio, the adviser will not receive an advisory fee under that Agreement.

Each such Agreement will automatically terminate if assigned and may be
terminated without penalty at any time by the Manager, by a vote of a majority
of the applicable Board or by a vote of a majority of the outstanding voting
securities of the applicable Fund on no less than thirty (30) days' nor more
than sixty (60) days' written notice to the investment adviser, or by the
investment adviser upon sixty (60) days' written notice to the applicable
Trust. Each Investment Advisory Agreement will continue in effect provided that
annually such continuance is specifically approved by a vote of the applicable
Board, including the affirmative votes of a majority of the Trustees who are
not parties to the Agreement or "interested persons" (as defined in the 1940
Act) of any such party, cast in person at a meeting called for the purpose of
considering such approval, or by the vote of shareholders.

PORTFOLIO SECURITIES TRANSACTIONS

The Investment Advisory Agreements provide, in substance, that in
executing portfolio transactions and selecting brokers or dealers, the
principal objective of each investment adviser is to seek the best net price
and execution available. It is expected that securities ordinarily will be
purchased in the primary markets, and that in assessing the best net price and
execution available, each investment adviser shall consider all factors it
deems relevant, including the breadth of the market in the security, the price
of the security, the financial condition and execution capability of the broker
or dealer and the reasonableness of the commission, if any, for the specific
transaction and on a continuing basis.

In selecting brokers or dealers to execute particular transactions,
investment advisers are authorized to consider the "brokerage and research
services" (as those terms are defined in Section 28(e) of the Securities
Exchange Act of 1934), provision of statistical quotations (including the
quotations necessary to determine a Portfolio's net asset value), the sale of
Mileage Trust (or American AAdvantage Funds') shares by such broker or the
servicing of Mileage Trust (or American AAdvantage

6
<PAGE> 57

Funds') shareholders by such broker, and other information provided to the
applicable Portfolio, to the Manager and/or to the investment advisers (or
their affiliates), provided, however, that the investment adviser determines
that it has received the best net price and execution available. The
investment advisers are also authorized to cause a Portfolio to pay a
commission to a broker or dealer who provides such brokerage and research
services for executing a portfolio transaction that exceeds the amount of the
commission another broker or dealer would have charged for effecting that
transaction. The Trustees, the Manager or the investment advisers, as
appropriate, must determine in good faith, however, that such commission was
reasonable in relation to the value of the brokerage and research services
provided viewed in terms of that particular transaction or in terms of all the
accounts over which the Manager or the investment adviser exercises investment
discretion.

The fees of the investment advisers are not reduced by reason of receipt
of such brokerage and research services. No investment adviser provides any
services to the AMR Trust except portfolio investment management and related
recordkeeping services. However, with disclosure to and pursuant to written
guidelines approved by the AMR Trust Board, an investment adviser of a
Portfolio or its affiliated broker-dealer may execute portfolio transactions
and receive usual and customary brokerage commissions (within the meaning of
Rule 17e-1 under the 1940 Act) for doing so.

NET ASSET VALUE

It is the policy of the Money Market Fund, the Municipal Money Market
Fund and the U.S. Treasury Money Market Fund (collectively the "Money Market
Funds") to attempt to maintain a constant price per share of $1.00. There can
be no assurance that a $1.00 net asset value per share will be maintained. The
portfolio instruments held by the Money Market Funds' corresponding Portfolios
are valued based on the amortized cost valuation technique pursuant to Rule
2a-7 under the 1940 Act. This involves valuing an instrument at its cost and
thereafter assuming a constant amortization to maturity of any discount or
premium, even though the portfolio security may increase or decrease in market
value. Such market fluctuations are generally in response to changes in
interest rates. Use of the amortized cost valuation method requires the Money
Market Funds' corresponding Portfolios to purchase instruments having remaining
maturities of 397 days or less, to maintain a dollar weighted average portfolio
maturity of 90 days or less, and to invest only in securities determined by the
AMR Trust Board to be of high quality with minimal credit risks.

TAX INFORMATION

TAXATION OF THE FUNDS

To qualify as a regulated investment company ("RIC") under the Internal
Revenue Code of 1986, as amended ("Code"), each Fund (each of which is treated
as a separate corporation for these purposes) must, among other requirements:

* Derive at least 90% of its gross income each taxable year from
dividends, interest, payments with respect to securities loans and
gains from the sale or other disposition of securities or (in the
case of the International Equity Fund) foreign currencies, or
certain other income, including (in the case of the International
Equity Fund) gains from futures or forward contracts ("Income
Requirement");

* Derive less than 30% of its gross income each taxable year from the
sale or other disposition of securities, or (in the case of the
International Equity Fund) foreign currencies (or futures or forward
contracts thereon) that are not directly related to the Fund's
principal business of investing in securities, that are held for
less than three months ("Short-Short Limitation");

7
<PAGE> 58

* Diversify its investments in securities within certain statutory
limits; and

* Distribute annually to its shareholders at least 90% of its
investment company taxable income (generally, taxable net investment
income plus net short-term capital gain) plus, in the case of the
Municipal Money Market Fund, net interest income excludable from
gross income under section 103(a) of the Code ("Distribution
Requirement").

The Funds have received a ruling from the Internal Revenue Service
("IRS") that each Fund, as an investor in its corresponding Portfolio, is
deemed to own a proportionate share of the Portfolio's assets and to earn the
income on that share for purposes of determining whether the Fund satisfies all
the requirements described above to qualify as a RIC.

See the next section for a discussion of the tax consequences to the
Balanced, Growth and Income and International Equity Funds of investments in
passive foreign investment companies ("PFICs") by the Balanced, Growth and
Income and International Equity Portfolios (collectively the "Equity
Portfolios") and, in the case of the International Equity Fund, of engaging in
hedging transactions by the International Equity Portfolio.

TAXATION OF THE PORTFOLIOS

The Portfolios have received a ruling from the IRS to the effect that,
among other things, each Portfolio is treated as a separate partnership for
federal income tax purposes and is not a "publicly traded partnership." As a
result, each Portfolio is not subject to federal income tax; instead, each
investor in a Portfolio, such as a Fund, is required to take into account in
determining its federal income tax liability its share of the Portfolio's
income, gains, losses, deductions, credits and tax preference items, without
regard to whether it has received any cash distributions from the Portfolio.

Because the ruling from the IRS provides, as noted above, that each Fund
is deemed to own a proportionate share of its corresponding Portfolio's assets
and income for purposes of determining whether the Fund satisfies the
requirements to qualify as a RIC, each Portfolio intends to conduct its
operations so that its corresponding Fund will be able to satisfy all those
requirements.

Distributions to a Fund from its corresponding Portfolio (whether
pursuant to a partial or complete withdrawal or otherwise) will not result in
the Fund's recognition of any gain or loss for federal income tax purposes,
except that (1) gain will be recognized to the extent any cash that is
distributed exceeds the Fund's basis for its interest in the Portfolio before
the distribution, (2) income or gain will be recognized if the distribution is
in liquidation of the Fund's entire interest in the Portfolio and includes a
disproportionate share of any unrealized receivables held by the Portfolio, and
(3) loss will be recognized if a liquidation distribution consists solely of
cash and/or unrealized receivables. A Fund's basis for its interest in its
corresponding Portfolio generally will equal the amount of cash and the basis
of any property the Fund invests in the Portfolio, increased by the Fund's
share of the Portfolio's net income and gains and decreased by (a) the amount
of cash and the basis of any property the Portfolio distributes to the Fund and
(b) the Fund's share of the Portfolio's losses.

A Portfolio may acquire zero coupon or other securities issued with
original issue discount. As an investor in a Portfolio that holds those
securities, a Fund would have to include in its income its share of the
original issue discount that accrues on the securities during the taxable year,
even if the Portfolio (and, hence, the Fund) receives no corresponding payment
on the securities during the year. Because each Fund annually must distribute
substantially all of its investment company taxable income, including any
original issue discount, to satisfy the Distribution Requirement and avoid
imposition of the 4% excise tax described in the Prospectus, a Fund may be
required in a particular year to distribute as a dividend an amount that is
greater than the total amount of cash it actually receives. Those
distributions would be made from a Fund's cash assets, if any, or the proceeds
of redemption of a portion of a Fund's interest in its corresponding Portfolio
(which redemption proceeds would be paid from the Portfolio's cash assets or
the proceeds of sales of portfolio securities, if necessary). A Portfolio
might realize capital gains or losses from any such sales, which would increase
or decrease its corresponding Fund's investment company taxable income and/or
net capital gain (the excess of net long-term capital gain over net short-term
capital loss). In addition, any such gains might be realized on the
disposition of securities held for less than three months. Because of the
Short-Short Limitation applicable to a Fund, any such gains would reduce its
corresponding Portfolio's ability to sell other securities (or, in the case of
the

8
<PAGE> 59

International Equity Fund, certain futures or forward contracts) held for less
than three months that it might wish to sell in the ordinary course of its
portfolio management.

If an Equity Portfolio acquires stock in a foreign corporation that is a
PFIC and holds the stock beyond the end of the year of acquisition, its
corresponding Fund will be subject to federal income tax on the Fund's share of
a portion of any "excess distribution" received by the Portfolio on the stock
or of any gain realized by the Portfolio from disposition of the stock
(collectively, "PFIC income"), plus interest thereon, even if the Fund
distributes the PFIC income as a taxable dividend to its shareholders. A Fund
may avoid this tax and interest if its corresponding Portfolio elects to treat
the PFIC as a "qualified electing fund"; however, the requirements for that
election are difficult to satisfy. The Equity Portfolios currently do not
intend to acquire securities that are considered PFICs.

Hedging strategies, such as entering into forward contracts and selling
and purchasing futures contracts, involve complex rules that will determine for
federal income tax purposes the character and timing of recognition of gains
and losses the International Equity Portfolio realizes in connection therewith.
The International Equity Fund's share of its Portfolio's (1) income from
foreign currencies (except certain gains that may be excluded by future
regulations) and (2) income from transactions in futures and forward contracts
derived with respect to its business of investing in securities or foreign
currencies will qualify as allowable income for the Fund under the Income
Requirement. Income from the International Equity Portfolio's disposition of
foreign currencies, and futures and forward contracts on foreign currencies,
that are not directly related to its principal business of investing in
securities also will be subject to the Short-Short Limitation for the
International Equity Fund if they are held for less than three months.

For purposes of determining whether the International Equity Fund
satisfies the Short-Short Limitation, if the International Equity Portfolio
satisfies certain requirements, an increase in value of a position that is part
of a designated hedge will be offset by any decrease in value (whether realized
or not) of the contra hedging position during the period of the hedge. Thus,
only the net gain (if any) will be included in gross income for purposes of
that limitation.

Dividends and interest received by the International Equity Portfolio may
be subject to income, withholding or other taxes imposed by foreign countries
and U.S. possessions that would reduce the yield on its securities. Tax
treaties between certain countries and the United States may reduce or
eliminate these foreign taxes, however, and many foreign countries do not
impose taxes on capital gains on investments by foreign investors.

TAXATION OF THE FUNDS' SHAREHOLDERS

Distributions by the Municipal Money Market Fund of the amount by which
income on tax-exempt securities exceeds certain amounts disallowed as
deductions, designated by it as "exempt-interest dividends," generally may be
excluded from gross income by its shareholders. Dividends paid by the
Municipal Money Market Fund will qualify as exempt- interest dividends if, at
the close of each quarter of its taxable year, at least 50% of the value of its
total assets (including its share of the Municipal Money Market Portfolio's
assets) consists of securities the interest on which is excludable from gross
income under Section 103(a). The Municipal Money Market Fund intends to
continue to satisfy this requirement. The aggregate dividends excludable from
shareholders' gross income may not exceed the Municipal Money Market Fund's net
tax-exempt income. The shareholders' treatment of dividends from the Municipal
Money Market Fund under local and state income tax laws may differ from the
treatment thereof under the Code.

Entities or persons who are "substantial users" (or persons related to
"substantial users") of facilities financed by private activity bonds ("PABs")
or industrial development bonds ("IDBs") should consult their tax advisers
before purchasing shares of the Municipal Money Market Fund because, for users
of certain of these facilities, the interest on those bonds is not exempt from
federal income tax. For these purposes, the term "substantial user" is defined
generally to include a "non-exempt person" who regularly uses in trade or
business a part of a facility financed from the proceeds of PABs or IDBs.

Up to 85% of social security and railroad retirement benefits may be
included in taxable income for recipients whose adjusted gross income
(including income from tax-exempt sources such as the Municipal Money Market
Fund) plus 50% of their benefits exceeds certain base amounts. Exempt-interest
dividends from the Municipal Money Market Fund still are tax-exempt to the
extent described above; they are only included in the calculation of whether a
recipient's income exceeds the established amounts.

9
<PAGE> 60

If more than 50% of the value of the International Equity Fund's total
assets (including its share of its Portfolio's total assets) at the close of
its taxable year consists of securities of foreign corporations, the
International Equity Fund will be eligible to, and may, file an election with
the IRS that will enable the International Equity Fund's shareholders, in
effect, to receive the benefit of the foreign tax credit with respect to the
International Equity Fund's share of any foreign and U.S. possessions income
taxes paid by the Portfolio. If the International Equity Fund makes this
election, the International Equity Fund will treat those taxes as dividends
paid to its shareholders and each shareholder will be required to (1) include
in gross income, and treat as paid by him, his proportionate share of those
taxes, (2) treat his share of those taxes and of any dividend paid by the
International Equity Fund that represents income from foreign or U.S.
possessions sources as his own income from those sources and (3) either deduct
the taxes deemed paid by him in computing his taxable income or, alternatively,
use the foregoing information in calculating the foreign tax credit against his
federal income tax. The International Equity Fund will report to its
shareholders shortly after each taxable year their respective shares of its
income (including its share of its Portfolio's income) from foreign and U.S.
possessions sources and, if the election is made, its share of the taxes paid
by the Portfolio to foreign countries and U.S. possessions.

The foregoing is only a summary of some of the important federal tax
considerations affecting the Funds and their shareholders and is not intended
as a substitute for careful tax planning. Accordingly, prospective investors
are advised to consult their own tax advisers for more detailed information
regarding the above and for information regarding federal, state, local and
foreign taxes.

YIELD AND TOTAL RETURN QUOTATIONS

The Funds commenced operations on November 1, 1995, and thus have limited
past performance. For purposes of advertising performance, and in accordance
with Securities and Exchange Commission staff interpretations, for periods
prior to November 1, 1995, the Funds have adopted the performance of the
Mileage Class of the American AAdvantage Funds, an open-end management
investment company with seven series, each of which has an identical investment
objective to one of the Funds and its corresponding Portfolio. The Manager and
the investment advisers described in the Prospectus also provide investment
management services to the American AAdvantage Funds. Like the Funds, each
series of the American AAdvantage Funds invests all of its investable assets in
a corresponding Portfolio of the AMR Trust. Performance of the Funds will be
different than that of the Mileage Class of the American AAdvantage Funds due
to the different expense structures between the Funds and the Mileage Class of
the American AAdvantage Funds.

A quotation of yield on shares of the Money Market Funds may appear from
time to time in advertisements and in communications to shareholders and
others. Quotations of yields are indicative of yields for the limited
historical period used but not for the future. Yield will vary as interest
rates and other conditions change. Yield also depends on the quality, length
of maturity and type of instruments invested in by the Money Market Funds, and
the applicable Fund's operating expenses. A comparison of the quoted yields
offered for various investments is valid only if yields are calculated in the
same manner. In addition, other similar investment companies may have more or
less risk due to differences in the quality or maturity of securities held.

The yields of the Money Market Funds may be calculated in one of two
ways:

(1) Current Yield--the net average annualized return without compounding
accrued interest income. For a 7-day current yield, this is computed by
dividing the net change in value over a 7 calendar-day period of a
hypothetical account having one share at the beginning of a 7
calendar-day period by the value of the account at the beginning of this
period to determine the "base period return." The quotient is multiplied
by 365 divided by 7 and stated to two decimal places. A daily current
yield is calculated by multiplying the net change in value over one day
by 365 and stating it to two decimal places. Capital changes, such as
realized gains and losses from the sale of securities and unrealized
appreciation and depreciation, are excluded in calculating the net change
in value of an account, but this calculation includes the aggregate fees
and other expenses that are charged to all shareholder accounts in a Fund
(or to a particular class of the Money Market Fund). In determining the
net change in value of a hypothetical account, this value is adjusted to
reflect the value of any additional shares purchased with

10
<PAGE> 61

dividends from the original share and dividends declared on both the
original share and any such additional shares.

(2) Effective Yield--the net average annualized return as computed by
compounding accrued interest income. In determining the 7-day effective
yield, a Fund will compute the "base period return" in the same manner
used to compute the "current yield" over a 7 calendar-day period as
described above. One is then added to the base period return and the sum
is raised to the 365/7 power. One is subtracted from the result,
according to the following formula:

EFFECTIVE YIELD = [ (BASE PERIOD RETURN + 1)365/7 ] - 1

The current and effective yields for the Funds are as follows:

<TABLE>
<CAPTION>
Current yield for the Effective yield for the
American AAdvantage Current daily yield as seven-day period ended seven-day period ended
Mileage Funds: of February 29, 1996 February 29, 1996 February 29, 1996
-------------- -------------------- ----------------- -----------------
<S> <C> <C> <C>
Money Market Fund 4.96% 4.91% 5.03%
Municipal Money Market Fund 2.85% 2.87% 2.91%
U.S. Treasury Money Market Fund 4.88% 4.80% 4.91%
</TABLE>

The Municipal Money Market Fund may also advertise a tax-equivalent current
and effective yield. The tax-equivalent yields are calculated as follows:

CURRENT YIELD/(1-APPLICABLE TAX RATE) = CURRENT TAX-EQUIVALENT YIELD

EFFECTIVE YIELD/(1-APPLICABLE TAX RATE) = EFFECTIVE TAX-EQUIVALENT YIELD

Based on these formulas, the current and effective tax-equivalent yields for
the Municipal Money Market Fund for the seven day period ending February 29,
1996 were 4.75% and 4.82%, respectively (based upon a 39.6% personal tax rate).

The advertised yields for the Variable NAV Funds (as defined in the
prospectus) are computed by dividing the net investment income per share earned
during a 30-day (or one month) period less the aggregate fees that are charged
to all shareholder accounts of the Fund in proportion to the 30-day (or one
month) period and the weighted average size of an account in that Fund by the
maximum offering price per share of the Fund on the last day of the period,
according to the following formula:

6
YIELD = 2{(a- b +1) - 1}
----
cd

where, with respect to a particular Fund, "a" is the dividends and interest
earned during the period; "b" is the sum of the expenses accrued for the period
(net of reimbursement, if any) and the aggregate fees that are charged to all
shareholder accounts in proportion to the 30-day (or one month) period and the
weighted average size of an account in the Fund; "c" is the average daily
number of Fund shares outstanding during the period that were entitled to
receive dividends; and "d" is the maximum offering price per Fund share on the
last day of the period. Based on this formula, the estimated 30-day yield for
the period ended February 29, 1996 for the Limited-Term Income Fund was 5.93%.

The Limited-Term Income Fund may also advertise a monthly distribution
rate. The distribution rate gives the return of the Fund based solely on the
dividend payout to that Fund if someone was entitled to the dividends for an
entire month. A monthly distribution rate is calculated from the following
formula:

MONTHLY DISTRIBUTION RATE = A/P*(365/n)

where, with respect to the Fund, "A" is the dividend accrual per share during
the month, "P" is the share price at the end of the month and "n" is the number
of days in the month. Based on this formula, the

11
<PAGE> 62

monthly distribution rate for the Limited-Term Income Fund for the month of
February 1996 was 6.55%. The "monthly distribution rate" is a non-standardized
performance calculation and when used in an advertisement will be accompanied
by the appropriate standardized SEC calculations.

The advertised total return for a Fund would be calculated by equating an
initial amount invested in a Fund to the ending redeemable value, according to
the following formula:

P(1 + T)(n)= ERV

where "P" is a hypothetical initial payment of $1,000; "T" is the average
annual total return for the Fund; "n" is the number of years involved; and
"ERV" is the ending redeemable value of a hypothetical $1,000 payment made in
the Fund at the beginning of the investment period covered.

Based on this formula, annualized total returns were as follows for the
periods and the Funds indicated:

<TABLE>
<CAPTION>
For the period from
the commencement of
For the one-year For the five-year active operations
period ended period ended through
February 29, 1996(1) February 29, 1996 (1)(2) February 29, 1996
-------------------- ------------------------- ------------------
(1)(3)
------
<S> <C> <C> <C>
Balanced Fund 23.91% 12.72% 10.58%
Growth and Income Fund 30.50% 15.01% 11.90%
International Equity Fund 23.12% N/A 10.68%
Limited-Term Income Fund 7.96% 6.57% 7.10%
Money Market Fund - Mileage Class 5.61% 4.53% 6.09%
Municipal Money Market Fund 3.44% N/A 2.87%
U.S. Treasury Money Market Fund 5.35% N/A 3.98%
</TABLE>

(1) The Institutional Class is the initial class for each American
AAdvantage Fund. Performance represents the total returns achieved by the
Institutional Class of the American AAdvantage Funds from the inception
date of each Fund up to the inception date of the Mileage Class of the
each American AAdvantage Fund, returns of the Mileage Class of each
American AAdvantage Fund since the inception of the Class and returns of
the Funds since their November 1, 1995 inception. Expenses of the Funds
are different from those of the Mileage and Institutional Classes of each
American AAdvantage Fund and therefore total returns for the Funds would
vary from the returns shown had they been in operation since inception of
the American AAdvantage Funds.

(2) The American AAdvantage International Equity Fund, Municipal Money
Market Fund and U.S. Treasury Money Market Fund had not commenced active
operations as of March 1, 1991.

(3) The Institutional Class of the American AAdvantage Balanced Fund and
Growth and Income Fund commenced active operations on July 17, 1987; the
Money Market Fund on September 1, 1987; the Limited-Term Income Fund on
December 3, 1987; the International Equity Fund on August 7, 1991; the
U.S. Treasury Money Market Fund on March 2, 1992 and the Municipal Money
Market Fund on November 10, 1993. The Mileage Class of the American
AAdvantage Money Market Fund commenced active operations on November 10,
1991, the U.S. Treasury Money Market Fund on November 1, 1993, the
Municipal Money Market Fund on November 10, 1993, and the Balanced Fund,
Growth and Income Fund, International Equity Fund and Limited-Term Income
Fund on August 1, 1994. The inception date of the Funds is November 1,
1995.

Each class of a Fund also may use "aggregate" total return figures for
various periods which represent the cumulative change in value of an investment
in a Fund for the specific period. Such total returns reflect changes in share
prices of a class of a Fund and assume reinvestment of dividends and
distributions.

12
<PAGE> 63

Each Fund may give total returns from inception using the date when the
current managers began active management as the inception date. However,
returns using the actual inception date of the Fund will also be provided.

Advertisements for the Funds may mention that the Funds offer a variety of
investment options. They may also compare the Funds to federally insured
investments, such as bank certificates of deposit and credit union deposits,
including the long-term effects of inflation on these types of investments.
Advertisements may also compare the historical rate of return of different
types of investments.

DESCRIPTION OF THE MILEAGE TRUST

The Mileage Trust, organized on February 22, 1995, (originally named
American AAdvantage Funds II), is an entity of the type commonly known as a
"Massachusetts business trust." Under Massachusetts law, shareholders of such
a trust may, under certain circumstances, be held personally liable for its
obligations. However, the Mileage Trust's Declaration of Trust contains an
express disclaimer of shareholder liability for acts or obligations of the
Mileage Trust and provides for indemnification and reimbursement of expenses
out of Mileage Trust property for any shareholder held personally liable for
the obligations of the Mileage Trust. The Declaration of Trust also provides
that the Mileage Trust may maintain appropriate insurance (for example,
fidelity bonding) for the protection of the Mileage Trust, its shareholders,
Trustees, officers, employees and agents to cover possible tort and other
liabilities. Thus, the risk of a shareholder incurring financial loss due to
shareholder liability is limited to circumstances in which both inadequate
insurance existed and the Mileage Trust itself was unable to meet its
obligations. The Mileage Trust has not engaged in any other business.

The corresponding Portfolios of the Balanced, Growth and Income and
International Equity Funds utilize a multi- manager approach designed to reduce
volatility by diversifying assets over multiple investment management firms.
Each adviser is carefully chosen by the Manager through a rigorous screening
process.

CONTROL PERSONS AND 5% SHAREHOLDERS

The following persons may be deemed to control certain Funds by virtue of
their ownership of more than 25% of the outstanding shares of a Fund as of
March 31, 1996.

<TABLE>
<S> <C>
American AAdvantage Limited-Term Income Mileage Fund
----------------------------------------------------
Bonnie Stern
760 Park Ave.
New York, NY 10021-4152 32%

American AAdvantage Municipal Money Market Mileage Fund
-------------------------------------------------------
Eric & Catherine Kobren
21A Farm St.
Dover, MA 02030-2303 34%
</TABLE>

In addition, the following persons own more than 5% of the outstanding
shares of a Fund as of March 31, 1996:

13
<PAGE> 64

<TABLE>
<S> <C>
American AAdvantage Balanced Mileage Fund
-----------------------------------------
Maurice T. & Winifred A. Downing
11 Beacon St.
Dumont, NJ 07628-1201 7%

American AAdvantage Growth and Income Mileage Fund
--------------------------------------------------
John L. MacArthur
9129 Westwood Shores
Fort Worth, TX 5%

American AAdvantage International Equity Mileage Fund
- ------------------------------------------------------
John Thorup
1845 N. Santa Rita
Tucson, AZ 85719-3562 6%

American AAdvantage Limited-Term Income Mileage Fund
----------------------------------------------------

Bonnie Stern
760 Park Ave.
New York, NY 10021-4152 32%

American AAdvantage Limited-Term Income Mileage Fund (Cont.)
------------------------------------------------------------
Julie D. Stern
760 Park Ave.
New York, NY 10021-4152 17%

Arlene Weintraub
530 Valley Rd.
Montclair, NJ 07043-2729 14%

Robert W. & Martha H. Baker
17 Lundys Lane
Richardson, TX 75080-2357 8%

Douglas Stern
515 E. 72nd. St. Apt. 8E
New York, NY 10021-4009 6%

American AAdvantage Municipal Money Market Mileage Fund
-------------------------------------------------------
Eric & Catherine Kobren
21A Farm St.
Dover, MA 02030-2303 34%

Harry V. Whitehill
1533 N. Lee Trevino, Suite 210
El Paso, TX 79936-5161 7%

American AAdvantage U.S. Treasury Money Market Mileage Fund
-----------------------------------------------------------
Martin H. Proyect
P.O. Box 98
Santa Fe, NM 87504-0098 19%

Paul Gould
240 Altivo
La Selva Beach, CA 95076-1604 5%
</TABLE>

14
<PAGE> 65

OTHER INFORMATION

American Depository Receipts (ADRs), European Depository Receipts
(EDRs)-ADRs are depository receipts for foreign issuers in registered form
traded in U.S. securities markets, whereas, EDRs are in bearer form and traded
in European securities markets. These securities are not denominated in the
same currency as the securities into which they may be converted. Investing in
ADRs and EDRs involves greater risks than are normally present in domestic
investments. There is generally less publicly available information about
foreign companies and there may be less governmental regulation and supervision
of foreign stock exchanges, brokers and listed companies. In addition, such
companies may use different accounting and financial standards (and certain
currencies may become unavailable for transfer from a foreign currency),
resulting in a Portfolio's possible inability to convert proceeds realized upon
the sale of portfolio securities of the affected foreign companies immediately
into U.S. currency.

Bank Deposit Notes-Bank deposit notes are obligations of a bank, rather
than bank holding company corporate debt. The only structural difference
between bank deposit notes and certificates of deposit is that interest on bank
deposit notes is calculated on a 30/360 basis as are corporate notes/bonds.
Similar to certificates of deposit, deposit notes represent bank level
investments and, therefore, are senior to all holding company corporate debt.

Bankers' Acceptances-Bankers' acceptances are short-term credit
instruments used to finance the import, export, transfer or storage of goods.
They are termed "accepted" when a bank guarantees their payment at maturity.

Cash Equivalents-Cash equivalents include certificates of deposit, bearer
deposit notes, bankers' acceptances, government obligations, commercial paper,
short-term corporate debt securities and repurchase agreements.

Certificates of Deposit-Certificates of deposit are issued against funds
deposited in an eligible bank (including its domestic and foreign branches,
subsidiaries and agencies), are for a definite period of time, earn a specified
rate of return and are normally negotiable.

Commercial Paper-Commercial paper refers to promissory notes representing
an unsecured debt of a corporation or finance company with a fixed maturity of
no more than 270 days.

Debentures-Debentures are unsecured debt securities. The holder of a
debenture is protected only by the general creditworthiness of the issuer.

Forward Foreign Currency Exchange Contracts-A forward foreign currency
exchange contract ("forward contract") is a contract to purchase or sell a
currency at a future date. The two parties to the contract set the number of
days and the price. Forward contracts are used as a hedge against movements in
future foreign exchange rates. The corresponding Portfolio of the
International Equity Fund may enter into forward contracts to purchase or sell
foreign currencies for a fixed amount of U.S. dollars or other foreign
currency.

Forward contracts may serve as long hedges -- for example, the Portfolio
may purchase a forward contract to lock in the U.S. dollar price of a security
denominated in a foreign currency that the Portfolio intends to acquire.
Forward contracts may also serve as short hedges -- for example, the Portfolio
may sell a forward contract to lock in the U.S. dollar equivalent of the
proceeds from the anticipated sale of a security denominated in a foreign
currency or from the anticipated dividend or interest payments denominated in a
foreign currency. The Investment Adviser may seek to hedge against changes in
the value of a particular currency by using forward contracts on another
foreign currency or basket of currencies, the value of which the Investment
Adviser believes will bear a positive correlation to the value of the currency
being hedged.

In addition, the Portfolio may use forward contracts to shift the
Portfolio's exposure to foreign currency exchange rate changes from one foreign
currency to another. For example, if the Portfolio owns securities denominated
in a foreign currency and the Investment Adviser believes that currency will
decline relative to another currency, it might enter into a forward contract to
sell the appropriate amount of the first foreign currency with payment to be
made in the second foreign currency. Transactions that use two foreign
currencies are sometimes referred to as "cross hedging." Use of a different
foreign currency magnifies the Portfolio's exposure to foreign currency
exchange rate fluctuations.

15
<PAGE> 66

The cost to the Portfolio of engaging in forward contracts varies with
factors such as the currency involved, the length of the contract period and
the market conditions then prevailing. Because forward contracts are usually
entered into on a principal basis, no fees or commissions are involved. When
the Portfolio enters into a forward contract, it relies on the contra party to
make or take delivery of the underlying currency at the maturity of the
contract. Failure by the contra party to do so would result in the loss of any
expected benefit of the transaction.

Buyers and sellers of forward contracts can enter into offsetting closing
transactions by selling or purchasing, respectively, an instrument identical to
the instrument purchased or sold. Secondary markets generally do not exist for
forward contracts, with the result that closing transactions generally can be
made for forward contracts only by negotiating directly with the contra party.
Thus, there can be no assurance that the Portfolio will in fact be able to
close out a forward contract at a favorable price prior to maturity. In
addition, in the event of insolvency of the contra party, the Portfolio might
be unable to close out a forward contract at any time prior to maturity. In
either event, the Portfolio would continue to be subject to market risk with
respect to the position, and would continue to be required to maintain a
position in the securities or currencies that are the subject of the hedge or
to maintain cash or securities in a segregated account.

The precise matching of forward currency contract amounts and the value of
the securities involved generally will not be possible because the value of
such securities, measured in the foreign currency, will change after the
forward contract has been established. Thus, the Portfolio might need to
purchase or sell foreign currencies in the spot (cash) market to the extent
such foreign currencies are not covered by forward contracts. The projection
of short-term currency market movements is extremely difficult, and the
successful execution of a short-term hedging strategy is highly uncertain.

Current Securities and Exchange Commission policy requires that cash or
high grade liquid debt securities be set aside in a sufficient amount to cover
any cross hedging or other currency exchange contract that is deemed to be
speculative. These assets will be maintained in a segregated account and
marked to market daily.

Full Faith and Credit Obligations of the U.S. Government-Securities
issued or guaranteed by the U.S. Treasury, backed by the full taxing power of
the U.S. Government or the right of the issuer to borrow from the U.S.
Treasury.

Futures Contracts-Futures contracts obligate a purchaser to take delivery
of a specific amount of an obligation underlying the futures contract at a
specified time in the future for a specified price. Likewise, the seller
incurs an obligation to deliver the specified amount of the underlying
obligation. Futures are traded on both U.S. and foreign commodities exchanges.
Only currency futures will be used by the corresponding Portfolio of the
International Equity Fund. Futures contracts will be used in the same manner
as forward contracts.

The purchase of futures can serve as a long hedge, and the sale of futures
can serve as a short hedge.

No price is paid upon entering a futures contract. Instead, at the
inception of a futures contract the Fund is required to deposit "initial
margin" consisting of cash or U.S. Government securities in an amount generally
equal to 10% or less of the contract value. Margin must also be deposited when
writing a call or put option on a futures contract, in accordance with
applicable exchange rules. Unlike margin in securities transactions, initial
margin on futures contracts does not represent a borrowing, but rather is in
the nature of a performance bond or good faith deposit that is returned to the
International Equity Portfolio at the termination of the transaction if all
contractual obligations have been satisfied. Under certain circumstances, such
as periods of high volatility, the International Equity Portfolio may be
required by an exchange to increase the level of its initial margin payment,
and initial margin requirements might be increased generally in the future by
regulatory action.

Subsequent "variation margin" payments are made to and from the futures
broker daily as the value of the futures position varies, a process known as
"marking-to-market." Variation margin does not involve borrowing, but rather
represents a daily settlement of the Portfolio's obligations to or from a
futures broker. When the Portfolio purchases or sells a futures contract, it
is subject to daily variation margin calls that could be substantial in the
event of adverse price movements. If the Portfolio has insufficient cash to
meet daily variation margin requirements, it might need to sell securities at a
time when such sales are disadvantageous.

Purchasers and sellers of futures contracts can enter into offsetting
closing transactions, by selling or purchasing, respectively, an instrument
identical to the instrument purchased or sold. Positions in futures may be
closed only on an exchange or board of trade that provides a secondary

16
<PAGE> 67

market. The Portfolio intends to enter into futures only on exchanges or
boards of trade where there appears to be a liquid secondary market. However,
there can be no assurance that such a market will exist for a particular
contract at a particular time. In such event, it may not be possible to close
a futures contract position.

Under certain circumstances, futures exchanges may establish daily limits
on the amount that the price of a futures contract can vary from the previous
day's settlement price; once that limit is reached, no trades may be made that
day at a price beyond the limit. Daily price limits do not limit potential
losses because prices could move to the daily limit for several consecutive
days with little or no trading, thereby preventing liquidation of unfavorable
positions.

If the Portfolio were unable to liquidate a futures position due to the
absence of a liquid secondary market or the imposition of price limits, it
could incur substantial losses. The Portfolio would continue to be subject to
market risk with respect to the position. In addition, the Portfolio would
continue to be required to make daily variation margin payments and might be
required to maintain the position being hedged by the future or option or to
maintain cash or securities in a segregated account.

To the extent that the Portfolio enters into futures contracts, traded on
an exchange regulated by the Commodities Futures Trading Commission ("CFTC"),
in each case other than for bona fide hedging purposes (as defined by the
CFTC), the aggregate initial margin and premiums required to establish those
positions (excluding the amount by which options are "in-the-money" at the time
of purchase) will not exceed 5% of the liquidation value of the Portfolio's
portfolio, after taking into account unrealized profits and unrealized losses
on any contracts that the Portfolio has entered into. This policy does not
limit to 5% the percentage of the Portfolio's assets that are at risk in
futures contracts and options on futures contracts.

Futures contracts require the segregation of initial margin valued at a
certain percentage of the contract and possibly adding "variation margin"
should the price of the contract move in an unfavorable direction. As with
forward contracts, the segregated assets must be either cash or high grade
liquid debt securities.

Risks of Futures Contracts-The ordinary spreads between prices in the cash
and futures markets, due to the differences in the natures of those markets,
are subject to the following factors which may create distortions. First, all
participants in the futures market are subject to margin deposit and
maintenance requirements. Rather than meeting additional margin deposit
requirements, investors may close futures contracts through offsetting
transactions, which could distort the normal relationship between the cash and
futures markets. Second, the liquidity of the futures market depends on
participants entering into offsetting transactions rather than making or taking
delivery. To the extent participants decide to make or take delivery,
liquidity in the futures market could be reduced, thus producing distortion.
Third, from the point of view of speculators, the deposit requirements in the
futures market are less onerous than margin requirements in the securities
market. Therefore, increased participation by speculators in the futures
market may cause temporary price distortions. Due to the possibility of
distortion, a correct forecast of foreign currency exchange rate trends by the
Investment Adviser may still not result in a successful transaction. An
Investment Adviser may be incorrect in its expectations as to the extent of
various foreign currency exchange rate market movements or the time span within
which the movements take place.

General Obligation Bonds-General obligation bonds are secured by the
pledge of the issuer's full faith, credit, and usually, taxing power. The
taxing power may be an unlimited ad valorem tax or a limited tax, usually on
real estate and personal property. Most states do not tax real estate, but
leave that power to local units of government.

Loan Participation Interests-Loan participation interests represent
interests in bank loans made to corporations. The contractual arrangement with
the bank transfers the cash stream of the underlying bank loan to the
participating investor. Because the issuing bank does not guarantee the
participations, they are subject to the credit risks generally associated with
the underlying corporate borrower. In addition, because it may be necessary
under the terms of the loan participation for the investor to assert through
the issuing bank such rights as may exist against the underlying corporate
borrower, in the event the underlying corporate borrower fails to pay principal
and interest when due, the investor may be subject to delays, expenses and
risks that are greater than those that would have been involved if the investor
had purchased a direct obligation (such as commercial paper) of such borrower.
Moreover, under the terms of the loan participation, the investor may be
regarded as a creditor of the issuing bank (rather than of the underlying
corporate borrower), so that the issuer may also be subject to the risk that
the issuing bank may become insolvent. Further, in the event of the bankruptcy
or insolvency of the corporate borrower, the loan participation may be subject
to certain defenses that can be asserted by such borrower as a result of
improper

17
<PAGE> 68
conduct by the issuing bank. The secondary market, if any, for these loan
participations is extremely limited and any such participations purchased by
the investor are regarded as illiquid.

Loan Transactions-Loan transactions involve the lending of securities to a
broker-dealer or institutional investor for its use in connection with short
sales, arbitrages or other security transactions. The purpose of a qualified
loan transaction is to afford a lender the opportunity to continue to earn
income on the securities loaned and at the same time earn fee income or income
on the collateral held by it.

Securities loans will be made in accordance with the following conditions:
(1) the Portfolio must receive at least 100% collateral in the form of cash or
cash equivalents, securities of the U.S. Government and its agencies and
instrumentalities, and approved bank letters of credit; (2) the borrower must
increase the collateral whenever the market value of the loaned securities
(determined on a daily basis) rises above the level of collateral; (3) the
Portfolio must be able to terminate the loan after notice, at any time; (4) the
Portfolio must receive reasonable interest on the loan or a flat fee from the
borrower, as well as amounts equivalent to any dividends, interest or other
distributions on the securities loaned, and any increase in market value of the
loaned securities; (5) the Portfolio may pay only reasonable custodian fees in
connection with the loan; and (6) voting rights on the securities loaned may
pass to the borrower, provided, however, that if a material event affecting the
investment occurs, the AMR Trust Board must be able to terminate the loan and
vote proxies or enter into an alternative arrangement with the borrower to
enable the AMR Trust Board to vote proxies.

While there may be delays in recovery of loaned securities or even a loss
of rights in collateral supplied should the borrower fail financially, loans
will be made only to firms deemed by the AMR Trust Board to be of good
financial standing and will not be made unless the consideration to be earned
from such loans would justify the risk. Such loan transactions are referred to
in this SAI as "qualified" loan transactions.

The cash collateral so acquired through qualified loan transactions may be
invested only in those categories of high quality liquid securities previously
authorized by the AMR Trust Board.

Mortgage-Backed Securities-Mortgage-backed securities, which are
derivatives, consist of both collateralized mortgage obligations and mortgage
pass-through certificates .

Collateralized Mortgage Obligations-("CMOs")-CMOs and real estate
mortgage investment conduits ("REMICs") are debt securities collateralized by
mortgages, or mortgage pass-through securities. CMOs divide the cash flow
generated from the underlying mortgages or mortgage pass-through securities
into different groups referred to as "tranches," which are then retired
sequentially over time in order of priority. The principal governmental
issuers of such securities are the Federal National Mortgage Association
("FNMA"), a government sponsored corporation owned entirely by private
stockholders and the Federal Home Loan Mortgage Corporation ("FHLMC"), a
corporate instrumentality of the United States created pursuant to an act of
Congress which is owned entirely by Federal Home Loan Banks. The issuers of
CMOs are structured as trusts or corporations established for the purpose of
issuing such CMOs and often have no assets other than those underlying the
securities and any credit support provided. A REMIC is a mortgage securities
vehicle that holds residential or commercial mortgages and issues securities
representing interests in those mortgages. A REMIC may be formed as a
corporation, partnership, or segregated pool of assets. The REMIC itself is
generally exempt from federal income tax, but the income from the mortgages is
reported by investors. For investment purposes, REMIC securities are virtually
indistinguishable from CMOs.

Mortgage Pass-Through Certificates-Mortgage pass-through
certificates are issued by governmental, government-related and private
organizations which are basked by pools of mortgage loans.

18
<PAGE> 69
"modified pass-through" mortgage certificate type. The GNMA is authorized to
guarantee the timely payment of principal and interest on the Ginnie Maes. The
GNMA guarantee is backed by the full faith and credit of the United States, and
the GNMA has unlimited authority to borrow funds from the U.S. Treasury to make
payments under the guarantee. The market for Ginnie Maes is highly liquid
because of the size of the market and the active participation in the secondary
market of security dealers and a variety of investors.

(2) FHLMC Mortgage Participation Certificates ("Freddie Macs")-Freddie
Macs represent interests in groups of specified first lien residential
conventional mortgages underwritten and owned by the FHLMC. Freddie Macs
entitle the holder to timely payment of interest, which is guaranteed by the
FHLMC. The FHLMC guarantees either ultimate collection or timely payment of
all principal payments on the underlying mortgage loans. In cases where the
FHLMC has not guaranteed timely payment of principal, the FHLMC may remit the
amount due because of its guarantee of ultimate payment of principal at any
time after default on an underlying mortgage, but in no event later than one
year after it becomes payable. Freddie Macs are not guaranteed by the United
States or by any of the Federal Home Loan Banks and do not constitute a debt or
obligation of the United States or of any Federal Home Loan Bank. The
secondary market for Freddie Macs is highly liquid because of the size of the
market and the active participation in the secondary market of the FHLMC,
security dealers and a variety of investors.

(3) FNMA Guaranteed Mortgage Pass-Through Certificates ("Fannie
Maes")-Fannie Maes represent an undivided interest in a pool of conventional
mortgage loans secured by first mortgages or deeds of trust, on one family or
two to four family, residential properties. The FNMA is obligated to
distribute scheduled monthly installments of principal and interest on the
mortgages in the pool, whether or not received, plus full principal of any
foreclosed or otherwise liquidated mortgages. The obligation of the FNMA under
its guarantee is solely its obligation and is not backed by, nor entitled to,
the full faith and credit of the United States.

(4) Mortgage-Related Securities Issued by Private Organizations-Pools
created by non-governmental issuers generally offer a higher rate of interest
than government and government-related pools because there are no direct or
indirect government guarantees of payments in such pools. However, timely
payment of interest and principal of these pools is often partially supported
by various enhancements such as over-collateralization and senior/subordination
structures and by various forms of insurance or guarantees, including
individual loan, title, pool and hazard insurance. The insurance and
guarantees are issued by government entities, private insurers or the mortgage
poolers. Although the market for such securities is becoming increasingly
liquid, securities issued by certain private organizations may not be readily
marketable.

Municipal Lease Obligations ("MLOs")-MLOs are issued by state and local
governments and authorities to acquire land and a wide variety of equipment and
facilities. These obligations typically are not fully backed by the
municipality's credit and thus interest may become taxable if the lease is
assigned. If funds are not appropriated for the following year's lease
payments, a lease may terminate with the possibility of default on the lease
obligation. With respect to MLOs purchased by the Municipal Money Market
Portfolio, the AMR Trust Board has established the following guidelines for
determining the liquidity of the MLOs held in its portfolio, and, subject to
review by the AMR Trust Board, has delegated that responsibility to the
investment adviser: (1) the frequency of trades and quotes for the security;
(2) the number of dealers willing to purchase or sell the security and the
number of other potential buyers; (3) the willingness of dealers to undertake
to make a market in the security; (4) the nature of the marketplace trades; (5)
the likelihood that the marketability of the obligation will be maintained
through the time the security is held by the Portfolio; (6) the credit quality
of the issuer and the lessee; (7) the essentiality to the lessee of the
property covered by the lease and (8) for unrated MLOs, the MLOs' credit status
analyzed according to the factors reviewed by rating agencies.

Private Activity Obligations-Private activity obligations are issued to
finance, among other things, privately operated housing facilities, pollution
control facilities, convention or trade show facilities, mass transit, airport,
port or parking facilities and certain facilities for water supply, gas,
electricity or sewage or solid waste disposal. Private activity obligations
are also issued to privately held or publicly owned corporations in the
financing of commercial or industrial facilities. The principal and interest
on these obligations may be payable from the general revenues of the users of
such facilities. Shareholders, depending on their individual tax status, may
be subject to the federal alternative minimum tax on the portion of a
distribution attributable to these obligations. Interest on private activity
obligations will be considered exempt from federal income taxes; however,
shareholders should consult their own tax advisors to determine whether they
may be subject to the federal alternative minimum tax.

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<PAGE> 70
Ratings of Long-Term Obligations-The Portfolio utilizes ratings provided
by the following nationally recognized statistical rating organizations
("Rating Organizations") in order to determine eligibility of long-term
obligations.

The four highest Moody's Investors Service, Inc. ("Moody's") ratings for
long-term obligations (or issuers thereof) are Aaa, Aa, A and Baa. Obligations
rated Aaa are judged by Moody's to be of the best quality. Obligations rated
Aa are judged to be of high quality by all standards. Together with the Aaa
group, such debt comprises what is generally known as high-grade debt. Moody's
states that debt rated Aa is rated lower than Aaa debt because margins of
protection or other elements make long-term risks appear somewhat larger than
for Aaa debt. Obligations which are rated A by Moody's possess many favorable
investment attributes and are considered "upper medium-grade obligations".
Obligations which are rated Baa by Moody's are considered to be medium grade
obligations, i.e., they are neither highly protected or poorly secured.
Interest payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Moody's also supplies numerical
indicators 1, 2, and 3 to rating categories. The modifier 1 indicates that the
security is in the higher end of its rating category; the modifier 2 indicates
a mid-range ranking; and modifier 3 indicates a ranking toward the lower end of
the category.

The four highest Standard & Poor's Ratings Group ("Standard & Poor's")
ratings for long-term obligations are AAA, AA, A and BBB. Obligations rated
AAA have the highest rating assigned by Standard & Poor's. Capacity to pay
interest and repay principal is extremely strong. Obligations rated AA have a
very strong capacity to pay interest and repay principal and differs from the
highest rated issues only in a small degree. Obligations rated A have a strong
capacity to pay principal and interest, although they are somewhat more
susceptible to the adverse effects of changes in circumstances and economic
conditions. Obligations rated BBB by Standard & Poor's are regarded as having
adequate capacity to pay interest and repay principal. Whereas it normally
exhibits adequate protection parameters, adverse economic conditions or
changing circumstances are more likely to lead to a weakened capacity to pay
interest and repay principal for debt in this category than in higher rated
categories.

Duff & Phelps' four highest ratings for long-term obligations are AAA, AA,
A and BBB. Obligations rated AAA have the highest credit quality with risk
factors being negligible. Obligations rated AA are of high credit quality and
strong protection factors. Risk is modest but may vary slightly from time to
time because of economic conditions. Obligations rated A have average but
adequate protections factors. However, risk factors are more variable and
greater in periods of economic stress. Obligations rated BBB have below
average protection factors with considerable variability in risk during
economic cycles, but are still considered sufficient for prudent investment.

Thomson BankWatch ("BankWatch") long-term debt ratings apply to specific
issues of long-term debt and preferred stock. They specifically assess the
likelihood of an untimely repayment of principal or interest over the term to
maturity of the rated instrument. BankWatch's four highest ratings for
long-term obligations are AAA, AA, A and BBB. Obligations rated AAA indicate
that the ability to repay principal and interest on a timely basis is very
high. Obligations rated AA indicate a superior ability to repay principal and
interest on a timely basis, with limited incremental risk compared to issues
rated in the highest category. Obligations rated A indicate the ability to
repay principal and interest is strong. Issues rated A could be more
vulnerable to adverse developments (both internal and external) than
obligations with higher ratings. BBB is the lowest investment grade category
and indicates an acceptable capacity to repay principal and interest. Issues
rated BBB are, however, more vulnerable to adverse developments (both internal
and external) than obligations with higher ratings.

Fitch Investors Service, Inc. ("Fitch") investment grade bond ratings
provide a guide to investors in determining the credit risk associated with a
particular security. The ratings represent Fitch's assessment of the issuer's
ability to meet the obligations of a specific debt issue or class of debt in a
timely manner. Obligations rated AAA are considered to be investment grade and
of the highest credit quality. The obligor has an exceptionally strong ability
to pay interest and repay principal, which is unlikely to be affected by
reasonable foreseeable events. Bonds rated AA are considered to be investment
grade and of very high credit quality. The obligor's ability to pay interest
and repay principal is very strong, although not quite as strong as bonds rated
AAA. Bonds rated A are considered to be investment grade and of high credit
quality. The obligor's ability to pay interest and repay principal is
considered to be strong, but may be more vulnerable to adverse changes in
economic conditions and circumstances than bonds with higher ratings. Bonds
rated BBB are considered to be investment grade and of satisfactory credit
quality. The obligor's ability to pay interest and repay principal is
considered to be adequate. Adverse changes in economic conditions and
circumstances, however, are more likely to have adverse impact on these bonds,
and therefore impair timely payment. The likelihood that the ratings of these
bonds will fall below investment grade is higher than for bonds with higher
ratings.

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<PAGE> 71
IBCA's four highest long term obligation ratings are AAA, AA, A and BBB.
Obligations rated AAA are those for which there is the lowest expectation of
investment risk. Capacity for timely repayment of principal and interest is
substantial such that adverse changes in business, economic or financial
conditions are unlikely to increase investment risk substantially. AA
obligations have a very low expectation of investment risk. Capacity for
timely repayment of principal and interest is substantial. Adverse changes in
business, economic, or financial conditions may increase investment risk albeit
not very significantly. Obligations rated A have a low expectation of
investment risk. Capacity for timely repayment of principal and interest is
strong, although adverse changes in business, economic, or financial conditions
may lead to increased investment risk. Obligations rated BBB have a low
expectation of investment risk. Capacity for timely repayment of principal and
interest is adequate, although adverse changes in business, economic, or
financial conditions are more likely to lead to increased investment risk than
for obligations in other categories.

Standard & Poor's, Duff & Phelps and Fitch apply indicators "+","-," and
no character to indicate relative standing within the major rating categories.

Ratings of Municipal Obligations-Moody's ratings for state and municipal
short-term obligations are designated Moody's Investment Grade or "MIG" with
variable rate demand obligations being designated as "VMIG". A VMIG rating may
also be assigned to commercial paper programs which are characterized as having
variable short-term maturities but having neither a variable rate nor demand
feature. Factors used in determination of ratings include liquidity of the
borrower and short-term cyclical elements.

Standard and Poor's uses SP-1, SP-2, and SP-3 to rate short-term municipal
obligations. A rating of SP-1 denotes a very strong or strong capacity to pay
principal and interest.

Ratings of Short-term Obligations-The rating P-1 is the highest short-term
rating assigned by Moody's. Among the factors considered by Moody's in
assigning ratings are the following: (1) evaluations of the management of the
issuer; (2) economic evaluation of the issuer's industry or industries and an
appraisal of speculative-type risks which may be inherent in certain areas; (3)
evaluation of the issuer's products in relation to competition and customer
acceptance; (4) liquidity; (5) amount and quality of long-term debt; (6) trend
of earnings over a period of ten years; (7) financial strength of a parent
company and the relationships which exist with the issuer; and (8) recognition
by the management of obligations which may be present or may arise as a result
of public interest questions and preparations to meet such obligations.

Short-term obligations (or issuers thereof) rated A-1 by Standard & Poor's
have the following characteristics. Liquidity ratios are adequate to meet cash
requirements. The issuer has access to at least two additional channels of
borrowing. Basic earnings and cash flow have an upward trend with allowance
made for unusual circumstances. Typically, the issuer's industry is well
established and the issuer has a strong position within the industry. The
reliability and quality of management are unquestioned. Relative strength or
weakness of the above factors determines whether the issuer's short-term
obligation is rated A-1, A-2, or A-3.

IBCA's short-term rating of A1 indicates obligations supported by the
highest capacity for timely repayment. Where issues possess particularly
strong credit features, a rating of A1+ is assigned. Obligations rated A2 are
supported by a good capacity for timely repayment.

The distinguishing feature of the Duff & Phelps Credit Ratings' short-term
rating is the refinement of the traditional 1 category. The majority of
short-term debt issuers carry the highest rating, yet quality differences exist
within that tier. Obligations rated D-1+ indicate the highest certainty of
timely payment. Safety is just below risk- free U.S. Treasury obligations.
Obligations rated D-1 have a very high certainty of timely payment. Risk
factors are minor. Obligations rated D-1- have a high certainty of timely
payment. Risk factors are very small. Obligations rated D-2 have good
certainty of timely payment. Liquidity factors and company fundamentals are
sound. Although ongoing funding needs may enlarge total financing
requirements, access to capital markets is good. Risk factors are small.

Thomson BankWatch short-term ratings are intended to assess the likelihood
of an untimely or incomplete payment of principal or interest. Obligations
rated TBW-1 indicate a very high likelihood that principal and interest will be
paid on a timely basis. While the degree of safety regarding timely payment of
principal and interest is strong for an obligation rated TBW-2, the relative
degree of safety is not as high as for issues rated TBW-1.

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<PAGE> 72
Fitch's short-term ratings apply to debt obligations that are payable on
demand or have original maturities of generally up to three years, including
commercial paper, certificates of deposit, medium-term notes, and municipal and
investment notes. A rating of F-1+ indicates exceptionally strong credit
quality. Issues assigned this rating are regarded as having the strongest
degree of assurance for timely payment. Obligations rated F-1 have very
strong credit quality. Issues assigned this rating reflect an assurance of
timely payment only slightly less in degree than issues rated F-1+. Issues
assigned a rating of F-2 indicate good credit quality. Issues assigned this
rating have a satisfactory degree of assurance for timely payment, but the
margin of safety is not as great as for issues assigned F- 1+ and F-1 ratings.

Repurchase Agreements-A repurchase agreement, which provides a means to
earn income on funds for periods as short as overnight, is an arrangement under
which the purchaser (i.e., a Portfolio) purchases securities and the seller
agrees, at the time of sale, to repurchase the securities at a specified time
and price. The repurchase price will be higher than the purchase price, the
difference being income to the purchaser, or the purchase and repurchase prices
may be the same, with interest at a stated rate due to the purchaser together
with the repurchase price on repurchase. In either case, the income to the
purchaser is unrelated to the interest rate on the securities subject to the
repurchase agreement.

Each Portfolio may enter into repurchase agreements with any bank or
registered broker-dealer who, in the opinion of the AMR Trust Board, presents a
minimum risk of bankruptcy during the term of the agreement based upon
guidelines which periodically are reviewed by the AMR Trust Board. Each
Portfolio may enter into repurchase agreements as a short- term investment of
its idle cash in order to earn income. The securities will be held by a
custodian (or agent) approved by the AMR Trust Board during the term of the
agreement. However, if the market value of the securities subject to the
repurchase agreement becomes less than the repurchase price (including
interest), the Portfolio will direct the seller of the securities to deliver
additional securities so that the market value of all securities subject to the
repurchase agreement will equal or exceed the repurchase price.

In the event of the commencement of bankruptcy or insolvency proceedings
with respect to the seller of the securities before the repurchase of the
securities under a repurchase agreement, a Portfolio may encounter a delay and
incur costs before being able to sell the security being held as collateral.
Delays may involve loss of interest or decline in price of the securities.
Apart from the risk of bankruptcy or insolvency proceedings, there is also the
risk that the seller may fail to repurchase the securities, in which case a
Portfolio may incur a loss if the proceeds to the Portfolio from the sale of
the securities to a third party are less than the repurchase price.

Reverse Repurchase Agreements-The Portfolios may borrow funds for
temporary purposes by entering into reverse repurchase agreements. Pursuant to
such agreements, a Portfolio would sell portfolio securities to financial
institutions such as banks and broker/dealers and agree to repurchase them at a
mutually agreed-upon date and price. The Portfolios intend to enter into
reverse repurchase agreements only to avoid selling securities to meet
redemptions during market conditions deemed unfavorable by the investment
adviser possessing investment authority. At the time a Portfolio enters into a
reverse repurchase agreement, it will place in a segregated custodial account
assets such as liquid high quality debt securities having a value not less than
100% of the repurchase price (including accrued interest), and will
subsequently monitor the account to ensure that such required value is
maintained. Reverse repurchase agreements involve the risk that the market
value of the securities sold by a Portfolio may decline below the price at
which such Portfolio is obligated to repurchase the securities. Reverse
repurchase agreements are considered to be borrowings by an investment company
under the 1940 Act.

Resource Recovery Obligations-Resource recovery obligations are a type of
municipal revenue obligation issued to build facilities such as solid waste
incinerators or waste-to-energy plants. Usually, a private corporation will be
involved and the revenue cash flow will be supported by fees or units paid by
municipalities for use of the facilities. The viability of a resource recovery
project, environmental protection regulations and project operator tax
incentives may affect the value and credit quality of these obligations.

Revenue Obligations-Revenue obligations are backed by the revenue cash
flow of a project or facility.

Rights and Warrants-Rights are short-term warrants issued in conjunction
with new stock issues. Warrants are options to purchase an issuer's securities
at a stated price during a stated term. There is no specific limit on the
percentage of assets a Portfolio may invest in rights and warrants, although
the ability of some of the Portfolios to so invest is limited by their
investment objectives or policies.

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<PAGE> 73

Separately Traded Registered Interest and Principal Securities and Zero
Coupon Obligations-Separately traded registered interest and principal
securities or "STRIPS" and zero coupon obligations are securities that do not
make regular interest payments. Instead they are sold at a discount from their
face value. Each Portfolio will take into account as income a portion of the
difference between these obligations' purchase prices and their face values.
Because they do not pay coupon income, the prices of STRIPS and zero coupon
obligations can be very volatile when interest rates change. STRIPS are zero
coupon bonds issued by the U.S. Treasury.

Tax, Revenue or Bond Anticipation Notes-Tax, revenue or bond anticipation
notes are issued by municipalities in expectation of future tax or other
revenues which are payable from these specific taxes or revenues. Bond
anticipation notes usually provide interim financing in advance of an issue of
bonds or notes, the proceeds of which are used to repay the anticipation notes.
Tax-exempt commercial paper is issued by municipalities to help finance
short-term capital or operating needs in anticipation of future tax or other
revenue.

U.S. Government Securities-U.S. Government securities are issued or
guaranteed by the U.S. Government and include U.S. Treasury obligations,
securities issued by U.S. agencies and instrumentalities and STRIPS.

, U. S. Government agencies or instrumentalities which issue or guarantee
securities backed by the full faith and credit of the U.S. Government include,
but are not limited to, the Federal Housing Administration, Farmers Home
Administration, Export-Import Bank of the United States, Small Business
Administration, Government National Mortgage Association, General Services
Administration, Rural Electrification Administration, Central Bank for
Cooperatives, Federal Home Loan Banks, Federal Home Loan Mortgage Corporation,
Federal Intermediate Credit Banks, Federal Land Banks, Federal Financing Bank,
Maritime Administration, Tennessee Valley Authority, District of Columbia
Armory Board, Inter- American Development Bank, Asian-American Development
Bank, Agency for International Development, Student Loan Marketing Association
and International Bank of Reconstruction and Development.

Obligations of U.S. Government agencies and instrumentalities may or may
not be supported by the full faith and credit of the United States. Some are
backed by the right of the issuer to borrow from the Treasury; others by
discretionary authority of the U.S. Government to purchase the agencies'
obligations; while still others, such as the Student Loan Marketing
Association, are supported only by the credit of the instrumentality. In the
case of securities not backed by the full faith and credit of the United
States, the investor must look principally to the agency issuing or
guaranteeing the obligation for ultimate repayment, and may not be able to
assert a claim against the United States itself in the event the agency or
instrumentality does not meet its commitment.

U.S. Treasury Obligations-U.S. Treasury obligations include bills, notes
and bonds issued by the U.S. Treasury and parts of such obligations known as
STRIPS.

Variable or Floating Rate Obligations-A variable rate obligation is one
whose terms provide for the adjustment of its interest rate on set dates and
which, upon such adjustment, can reasonably be expected to have a market value
that approximates its par value. A floating rate obligation is one whose terms
provide for the adjustment of its interest rate whenever a specified interest
rate changes and which, at any time, can reasonably be expected to have a
market value that approximates its par value. Variable or floating rate
obligations may be secured by bank letters of credit.

Pursuant to Rule 2a-7 under the 1940 Act, variable or floating rate
obligations with stated maturities of more than 397 days may be deemed to have
shorter maturities as follows:

(1) An obligation that is issued or guaranteed by the United States
Government or any agency thereof which has a variable rate of interest
readjusted no less frequently than every 762 days will be deemed by a Portfolio
to have a maturity equal to the period remaining until the next readjustment of
the interest rate.

(2) A variable rate obligation, the principal amount of which is
scheduled on the face of the instrument to be paid in 397 days or less, will be
deemed by a Portfolio to have a maturity equal to the period remaining until
the next readjustment of the interest rate.

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<PAGE> 74

(3) A variable rate obligation that is subject to a demand feature will
be deemed by a Portfolio to have a maturity equal to the longer of the period
remaining until the next readjustment of the interest rate or the period
remaining until the principal amount can be recovered through demand.

(4) A floating rate obligation that is subject to a demand feature will
be deemed by a Portfolio to have a maturity equal to the period remaining until
the principal amount can be recovered through demand.

As used above, an obligation is "subject to a demand feature" when a
Portfolio is entitled to receive the principal amount of the obligation either
at any time on no more than thirty days' notice or at specified intervals not
exceeding one year and upon no more than 30 days' notice.

Variable Rate Auction and Residual Interest Obligations-Variable rate
auction and residual interest obligations are created when an issuer or dealer
separates the principal portion of a long-term, fixed-rate municipal bond into
two long-term, variable-rate instruments. The interest rate on one portion
reflects short-term interest rates, while the interest rate on the other
portion is typically higher than the rate available on the original fixed-rate
bond.

FINANCIAL STATEMENTS

The Mileage Trust's audited financial statements as of September 13, 1995,
which have been audited by Ernst & Young LLP, the Mileage Trust's independent
auditors and the Mileage Trust's unaudited financial statements as of February
29, 1996 are filed with this Statement of Additional Information are
incorporated by reference herein.

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<PAGE> 75

TABLE OF CONTENTS
-----------------

Investment Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . .

Trustees and Officers . . . . . . . . . . . . . . . . . . . . . . . . . . .

Management and Distribution Fees . . . . . . . . . . . . . . . . . . . . .

Approach to Stock Selection . . . . . . . . . . . . . . . . . . . . . . . .

Redemptions in Kind . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Expense Limitations . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Investment Advisory Agreements . . . . . . . . . . . . . . . . . . . . . .

Portfolio Securities Transactions . . . . . . . . . . . . . . . . . . . . .

Net Asset Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Tax Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yield and Total Return Quotations . . . . . . . . . . . . . . . . . . . . .

Description of the Mileage Trust . . . . . . . . . . . . . . . . . . . . .

Control Persons and 5% Shareholders

Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . .

25
<PAGE> 76
AMERICAN AADVANTAGE MILEAGE FUNDS
STATEMENTS OF ASSETS AND LIABILITIES
FEBRUARY 29, 1996
(UNAUDITED)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Growth and International Limited-Term
Balanced Income Equity Income
Fund Fund Fund Fund
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Assets:
Investment in Portfolio, at value............ $ 1,843,281 $ 4,320,336 $ 2,079,787 $ 1,565,395
Receivable for expense
reimbursement (Note 2)..................... 12,818 13,782 11,536 11,055
Deferred organization costs.................. 8,849 8,849 8,849 8,849
------------ ------------ ------------ ------------

Total assets................................... 1,864,948 4,342,967 2,100,172 1,585,299
------------ ------------ ------------ ------------

Liabilities:
Accrued organization costs................... 9,521 9,520 9,514 9,520
Dividends payable............................ - - - 7,687
Management fees payable (Note 2)............. 1,125 2,643 1,327 956
Other liabilities............................ 13,844 17,331 14,314 11,536
------------ ------------ ------------ ------------

Total liabilities.............................. 24,490 29,494 25,155 29,699
------------ ------------ ------------ ------------

Net Assets:
Applicable to 123,217, 244,849,
144,923 and 159,128 shares of
beneficial interest outstanding (no par
value), respectively...................... $ 1,840,458 $ 4,313,473 $ 2,075,017 $ 1,555,600
============ ============ ============ ============

Net asset value, offering and redemption
price per share.............................. $ 14.94 $ 17.62 $ 14.32 $ 9.78
============ ============ ============ ============

Analysis of Net Assets:
Paid in capital.............................. 1,757,616 4,010,807 1,940,842 1,567,867
Accumulated undistributed income:
Net investment income ..................... 8,805 12,338 (6,951) -
Net realized gain on investments........... 24,827 58,073 14,418 10,137
Unrealized appreciation
of investments........................... 49,210 232,255 126,708 (22,404)
------------ ------------ ------------ ------------

Net assets..................................... $ 1,840,458 $ 4,313,473 $ 2,075,017 $ 1,555,600
============ ============ ============ ============
</TABLE>

See accompanying notes
<PAGE> 77

AMERICAN AADVANTAGE MILEAGE FUNDS
STATEMENTS OF ASSETS AND LIABILITIES
FEBRUARY 29, 1996
(UNAUDITED)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Money Municipal U.S. Treasury
Market Money Market Money Market
Fund Fund Fund
------------ ------------ ------------
<S> <C> <C> <C>
ASSETS:

Investment in Portfolio, at value............ $104,539,745 $ 24,446,792 $ 7,082,401
Receivable for expense
reimbursement (Note 2)..................... 18,289 9,194 14,327
Deferred organization costs.................. 8,849 8,849 8,849
------------ ------------ ------------

Total assets................................... 104,566,883 24,464,835 7,105,577
------------ ------------ ------------

LIABILITIES:
Accrued organization costs................... 9,504 9,520 9,520
Payable for fund shares redeemed............. - - -
Dividends payable............................ 384,200 51,572 27,576
Management and administrative
services fees payable (Note 2)............ 9,350 3,610 1,161
Other liabilities............................ 159,361 41,749 21,578
------------ ------------ ------------

Total liabilities.............................. 562,415 106,451 59,835
------------ ------------ ------------

NET ASSETS:
Applicable to 104,004,468, 24,358,384
and 7,045,742 shares of beneficial
interest outstanding (no par
value), respectively...................... $104,004,468 $ 24,358,384 $ 7,045,742
============ ============ ============

Net asset value, offering and redemption
price per share.............................. $ 1.00 $ 1.00
============ ============

MILEAGE CLASS:
Net asset value, offering and redemption
price per share (98,358,115 shares
outstanding)................................. $ 1.00 N/A N/A
============

PLATINUM CLASS:
Net asset value, offering and redemption
price per share (5,646,353 shares
outstanding)................................. $ 1.00 N/A N/A
============

ANALYSIS OF NET ASSETS:
Paid in capital.............................. $104,004,468 $ 24,358,384 $ 7,045,742
============ ============ ============
</TABLE>

See accompanying notes
<PAGE> 78
AMERICAN AADVANTAGE MILEAGE FUNDS
STATEMENTS OF OPERATIONS
PERIOD FROM NOVEMBER 1, 1995 THROUGH FEBRUARY 29, 1996
(UNAUDITED)
- --------------------------------------------------------------------------------

Growth and International Limited-Term
Balanced Income Equity Income
Fund Fund Fund Fund
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Investment Income Allocated from Portfolio:
Allocated interest income.......................... $ 12,043 $ 3,585 $ 1,897 $ 26,940
Allocated dividend income (net of foreign
taxes of $798 in International Equity Fund)..... 9,661 34,337 6,807 -
Allocated income from securities lending,
net............................................. 20 21 115 4
Allocated Portfolio expenses (net of
reimbursement of $5,921 for the Municipal
Money Market Fund).............................. (1,631) (3,598) (3,024) (1,163)
------------ ------------ ------------ ------------

Total investment income.............................. 20,093 34,345 5,795 25,781
------------ ------------ ------------ ------------

Fund Expenses:
Management fees (Note 2)........................... 1,125 2,643 1,327 956
Administrative service fees - Platinum Class
(Note 2)........................................ - - - -
Transfer agent fees................................ 1,506 1,750 1,566 1,404
Transfer agent fees - Mileage Class................ - - - -
Professional fees.................................. 2,119 2,174 2,137 2,087
Registration fees and expenses..................... 8,868 10,445 9,037 6,903
Distribution fees.................................. 1,125 2,643 1,327 956
Distribution fees - Mileage Class.................. - - - -
Distribution fees - Platinum Class................. - - - -
Other.............................................. 898 991 912 858
------------ ------------ ------------ ------------

Total fund expenses.......................... 15,641 20,646 16,306 13,164
------------ ------------ ------------ ------------
Less reimbursement of expenses (Note 2)............ 12,818 13,782 11,536 11,055
------------ ------------ ------------ ------------

Net fund expenses.................................... 2,823 6,864 4,770 2,109
------------ ------------ ------------ ------------

Net investment income................................ 17,270 27,481 1,025 23,672
------------ ------------ ------------ ------------

Realized and Unrealized Gain (Loss) from Portfolio:
Net realized gain on investments and
foreign currency transactions................... 24,827 58,073 14,418 10,137
Net unrealized appreciation (depreciation) of
investments and foreign currency
translations.................................... 49,210 232,255 126,708 (22,404)
------------ ------------ ------------ ------------

Net gain (loss) on investments....................... 74,037 290,328 141,126 (12,267)
------------ ------------ ------------ ------------

Increase in net assets resulting from
operations......................................... $ 91,307 $ 317,809 $ 142,151 $ 11,405
============ ============ ============ ============
<CAPTION>
Municipal U.S. Treasury
Money Money Money
Market Market Market
Fund Fund Fund
------------ ------------ -------------
<S> <C> <C> <C>
Investment Income Allocated from Portfolio:
Allocated interest income.......................... $ 2,166,972 $ 282,806 $ 130,971
Allocated dividend income (net of foreign
taxes of $798 in International Equity Fund)..... - - -
Allocated income from securities lending,
net............................................. - - -
Allocated Portfolio expenses (net of
reimbursement of $5,921 for the Municipal
Money Market Fund).............................. (63,193) (10,546) (5,315)
------------ ------------ -------------

Total investment income.............................. 2,103,779 272,260 125,656
------------ ------------ -------------

Fund Expenses:
Management fees (Note 2)........................... 7,708 3,610 1,161
Administrative service fees - Platinum Class
(Note 2)........................................ 1,642 - -
Transfer agent fees................................ - 5,895 2,870
Transfer agent fees - Mileage Class................ 30,607 - -
Professional fees.................................. 10,845 3,446 2,535
Registration fees and expenses..................... 25,711 12,718 9,678
Distribution fees.................................. - 18,051 5,804
Distribution fees - Mileage Class.................. 82,960 - -
Distribution fees - Platinum Class................. 746 - -
Other.............................................. 8,777 2,311 1,363
------------ ------------ -------------

Total fund expenses.......................... 168,996 46,031 23,411
------------ ------------ -------------
Less reimbursement of expenses (Note 2)............ 18,289 9,194 14,327
------------ ------------ -------------

Net fund expenses.................................... 150,707 36,837 9,084
------------ ------------ -------------

Net investment income................................ 1,953,072 235,423 116,572
------------ ------------ -------------

Realized and Unrealized Gain (Loss) from Portfolio:
Net realized gain on investments and
foreign currency transactions................... 1,843 - 1,535
Net unrealized appreciation (depreciation) of
investments and foreign currency
translations.................................... - - -
------------ ------------ -------------

Net gain (loss) on investments....................... 1,843 - 1,535
------------ ------------ -------------

Increase in net assets resulting from
operations......................................... $ 1,954,915 $ 235,423 $ 118,107
============ ============ =============
</TABLE>

See acompanying notes

<PAGE> 79
AMERICAN AADVANTAGE MILEAGE FUNDS
STATEMENTS OF CHANGES IN NET ASSETS
PERIOD FROM NOVEMBER 1, 1995 THROUGH FEBRUARY 29, 1996
(UNAUDITED)
- --------------------------------------------------------------------------------

Growth and International Limited-Term
Balanced Income Equity Income
Fund Fund Fund Fund
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
Net investment income............................. $ 17,270 $ 27,481 $ 1,025 $ 23,672
Net realized gain on investments
and foreign currency transactions
allocated from Portfolio....................... 24,827 58,073 14,418 10,137
Net unrealized appreciation
(depreciation) of investments and
foreign currency translations allocated
from Portfolio................................. 49,210 232,255 126,708 (22,404)
------------ ------------ ------------ ------------

Net increase in net assets resulting
from operations.................................... 91,307 317,809 142,151 11,405
------------ ------------ ------------ ------------

DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income............................. (8,465) (15,143) (7,976) (23,672)
Net investment income - Mileage Class............. - - - -
Net investment income - Platinum Class............ - - - -
------------ ------------ ------------ ------------

Total distributions to shareholders.................. (8,465) (15,143) (7,976) (23,672)
------------ ------------ ------------ ------------

Capital Share Transactions:
Proceeds from sales of shares..................... 1,817,157 4,128,314 2,233,114 1,633,429
Reinvestment of dividends and distributions....... 7,794 14,246 7,432 15,893
Cost of shares redeemed........................... (68,335) (132,753) (300,704) (82,455)
------------ ------------ ------------ ------------

Net increase in net assets
from capital share transactions.................... 1,756,616 4,009,807 1,939,842 1,566,867
------------ ------------ ------------ ------------

Total increase in net assets......................... 1,839,458 4,312,473 2,074,017 1,554,600

NET ASSETS:
Beginning of period............................... 1,000 1,000 1,000 1,000
------------ ------------ ------------ ------------

End of period *................................... $ 1,840,458 $ 4,313,473 $ 2,075,017 $ 1,555,600
============ ============ ============ ============

* Includes undistributed net investment
income of..................................... $ 8,805 $ 12,338 $ (6,951) $ -
============ ============ ============ ============
<CAPTION>
Municipal U.S. Treasury
Money Money Money
Market Market Market
Fund Fund Fund
------------ ------------ -------------
<S> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
Net investment income............................. $ 1,953,072 $ 235,423 $ 116,572
Net realized gain on investments
and foreign currency transactions
allocated from Portfolio....................... 1,843 - 1,535
Net unrealized appreciation
(depreciation) of investments and
foreign currency translations allocated
from Portfolio................................. - - -
------------ ------------ -------------

Net increase in net assets resulting
from operations.................................... 1,954,915 235,423 118,107
------------ ------------ -------------

DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income............................. - (235,423) (118,107)
Net investment income - Mileage Class............. (1,941,668) - -
Net investment income - Platinum Class............ (13,247) - -
------------ ------------ -------------

Total distributions to shareholders.................. (1,954,915) (235,423) (118,107)
------------ ------------ -------------

Capital Share Transactions:
Proceeds from sales of shares..................... 135,650,850 27,567,889 8,867,767
Reinvestment of dividends and distributions....... 1,500,197 203,057 105,890
Cost of shares redeemed........................... (33,240,579) (3,413,562) (1,928,915)
------------ ------------ -------------

Net increase in net assets
from capital share transactions.................... 103,910,468 24,357,384 7,044,742
------------ ------------ -------------

Total increase in net assets......................... 103,910,468 24,357,384 7,044,742

NET ASSETS:
Beginning of period............................... 94,000 1,000 1,000
------------ ------------ -------------

End of period *................................... $104,004,468 $ 24,358,384 $ 7,045,742
============ ============ =============

* Includes undistributed net investment
income of..................................... $ - $ - $ -
============ ============ =============
</TABLE>

See accompanying notes

<PAGE> 80
AMERICAN AADVANTAGE MILEAGE FUNDS
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29, 1996
(Unaudited)
- --------------------------------------------------------------------------------

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Each Fund invests all of its investable assets in the corresponding
portfolio of the AMR Investment Services Trust, an open-end diversified
management investment company, as follows:

<TABLE>
<CAPTION>
American AAdvantage: -) invests assets in -) AMR Investment Services Trust:
- -------------------- ------------------------------
<S> <C>
Balanced Mileage Fund Balanced Portfolio
Growth and Income Mileage Fund Growth and Income Portfolio
International Equity Mileage Fund International Equity Portfolio
Limited-Term Income Mileage Fund Limited-Term Income Portfolio
Money Market Mileage Fund Money Market Portfolio
Municipal Money Market Mileage Fund Municipal Money Market Portfolio
U.S. Treasury Money Market Mileage Fund U.S. Treasury Money Market Portfolio
</TABLE>

Each AMR Investment Services Portfolio has the same investment
objectives as its corresponding Fund. The value of such investment reflects
each Fund's proportionate interest in the net assets of the corresponding
portfolio (0.22%, 0.46%, 0.69%, 0.87%, 6.27%, 34.92% and 5.46% at February 29,
1996 of the AMR Investment Services Trust Balanced, Growth and Income,
International Equity, Limited-Term Income, Money Market, Municipal Money
Market, and U.S. Treasury Money Market Portfolios (each a "Portfolio" and
collectively the "Portfolios", respectively). The financial statements of the
Portfolios are included elsewhere in this report and should be read in
conjunction with the Funds' financial statements.

AMR Investment Services, Inc. (the "Manager") is a wholly-owned
subsidiary of AMR Corporation, the parent company of American Airlines, Inc.
("American"), and was organized in 1986 to provide business management,
advisory, administrative and asset management consulting services.

The following is a summary of the significant accounting policies
followed by the Funds.

Valuation of Investments

Valuation of securities by the Portfolios is discussed in Note 1 of
the Portfolios' Notes to Financial Statements which are included elsewhere in
this report.

Investment Income and Dividends to Shareholders

Each Fund records its share of net investment income, and realized and
unrealized gain and loss in the Portfolio each day. All net investment income
and realized and unrealized gain and loss of each Portfolio are allocated pro
rata among the corresponding Fund and other investors in each Portfolio at the
time of such determination. Dividends from net investment income of the
Balanced, Growth and Income, and International Equity Mileage Funds normally
will be declared and paid annually. The Limited-Term Income Mileage Fund
<PAGE> 81
AMERICAN AADVANTAGE MILEAGE FUNDS
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29, 1996
(Unaudited) - (continued)
- --------------------------------------------------------------------------------

generally declares dividends from net investment income daily, payable monthly.
Distributions, if any, of net realized capital gains normally will be paid
annually after the close of the fiscal year in which realized.

The Money Market, Municipal Money Market and U.S. Treasury Money
Market Mileage Funds (the "Money Market Funds") generally declare dividends
daily from net investment income and net short-term capital gain, if any,
payable monthly.

Dividends are determined in accordance with income tax principles
which may treat certain transactions differently than generally accepted
accounting principles.

Federal Income and Excise Taxes

It is the policy of each of the Funds to comply with the requirements
of the Internal Revenue Code applicable to regulated investment companies and
to distribute substantially all net investment income as well as any net
realized capital gains on the sale of investments. Therefore, no federal
income or excise tax provision is required.

Deferred Organization Expenses

Expenses incurred by a Portfolio in connection with its organization
are being amortized on a straight-line basis over a five-year period.

Expenses

Expenses directly attributable to a Fund are charged to that Fund's
operations. Expenses directly attributable to a Class of shares are charged to
that Class. Expenses incurred by the Trust with respect to any two or more of
the Funds are allocated in proportion to the net assets of each Fund, except
where allocations of direct expenses to each Fund can otherwise be made fairly.
Each share of each Fund, regardless of class, bears equally those expenses
that are allocated to the Fund as a whole.

Valuation of Shares

The price per share is calculated separately for each Fund on each day
on which shares are offered for sale and orders accepted or upon receipt of a
redemption request. Net asset value per share is computed by dividing the
value of a Fund's total assets (which includes the value of the Fund's
investment in its corresponding Portfolio), less liabilities, by the number of
Fund shares outstanding. With respect to a class of the Money Market Mileage
Fund, price per share is computed by dividing the value of the Class's pro rata
allocation of the Fund's investments and other assets, less liabilities, by the
number of Class shares outstanding.

2. TRANSACTIONS WITH AFFILIATES

Management Agreement

The Manager and the Trust entered into a Management Agreement which
obligates the Manager to provide or oversee administrative and management
services to the Funds. As compensation for performing the duties required
under the Management Agreement, the Manager receives an annualized fee of .25%
of the average daily net assets of the Balanced, Growth and Income,
International Equity, and Limited-Term Income Mileage Funds and .05% of the net
assets of each of the Money Market Funds.
<PAGE> 82
AMERICAN AADVANTAGE MILEAGE FUNDS
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29, 1996
(Unaudited) - (continued)
- --------------------------------------------------------------------------------

Administrative Services Plan

The Trust has adopted an Administrative Services Plan with respect to
the Platinum Class of the Money Market Mileage Fund. As compensation for
providing administrative services, the Manager receives an annual fee of .55%
of the average daily net assets of the Money Market Mileage Fund - Platinum
Class.

Distribution Plan

The Trust has adopted a Distribution Plan (the "Plan") pursuant to
Rule 12b-1 under the Act. A separate plan has been adopted by the Mileage
Class and Platinum Class of the Money Market Mileage Fund. Under the Plan, as
compensation for distribution assistance, the Manager receives an annual fee of
.25% of the average daily net assets of each Class or Fund. The fee will be
payable without regard to whether the amount of the fee is more or less than
the actual expenses incurred in a particular month by the Manager for
distribution assistance. During the period ended February 29, 1996, the
Manager waived distribution fees totaling $1,125, $2,643, $1,327, $956, $9,194
and $5,804 for the Balanced, Growth and Income, International Equity,
Limited-Term Income, Municipal Money Market and U.S. Treasury Money Market
Mileage Funds, respectively. During the same period, the Manager waived
$18,021 and $268 for the Money Market Mileage Fund - Mileage Class and the
Money Market Mileage Fund - Platinum Class, respectively.

Other

Certain officers or trustees of the Trust are also officers of the
Manager or American. The Trust makes no direct payments to its officers.
Unaffiliated trustees are provided unlimited air transportation. For the
period ended February 29, 1996, the cost of air transportation was not material
to any of the Funds. At February 29, 1996, Trustees and officers of the trust
as a group owned 2% and 1% of the International Equity and Money Market Mileage
Funds, respectively.

Reimbursement of Expenses

For the period ending February 29, 1996, the Manager will reimburse
expenses totaling $11,693, $11,139, $10,209, $10,099 and $8,523 for the
Balanced, Growth and Income, International Equity, Limited-Term Income and U.S.
Treasury Money Market Mileage Funds, respectively.

3. CAPITAL SHARE TRANSACTIONS

The tables below summarizes the activity in capital shares for the
period ended February 29, 1996.

<TABLE>
<CAPTION>
Balanced Growth and Income International Equity Limited-Term Income
Mileage Fund Mileage Fund Mileage Fund Mileage Fund
------------ ------------ ------------ ------------
Shares Amount Shares Amount Shares Amount Shares Amount
------- ---------- ------- ---------- ------- ---------- ------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Shares sold 127,292 $1,817,157 251,791 $4,128,314 166,060 $2,233,114 165,849 $1,633,429
Reinvestment of 535 7,794 846 14,246 540 7,432 1,605 15,893
Shares redeemed (4,660) (68,335) (7,838) (132,753) (21,727) (300,704) (8,376) (82,455)
------- ---------- ------- ---------- ------- ---------- ------- ----------

Net increase (decrease)
shares outstanding 123,167 $1,756,616 244,799 $4,009,807 144,873 $1,939,842 159,078 $1,566,867
======= ========== ======= ========== ======= ========== ======= ==========
</TABLE>
<PAGE> 83
AMERICAN AADVANTAGE MILEAGE FUNDS
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29, 1996
(Unaudited) - (continued)
- --------------------------------------------------------------------------------

The tables below summarizes the activity in capital shares for the
period ended February 29, 1996 for each of the Money Market Mileage Funds.
Each shares is valued at $1.00.

Money Market Municipal
Mileage Fund Money U.S. Treasury
------------------------------ Market Money Market
Mileage Class Platinum Class Mileage Fund Mileage Fund
------------- -------------- ------------ -------------
<S> <C> <C> <C> <C>
Shares sold 129,761,719 5,889,131 27,567,889 8,867,767
reinvestment of 1,498,927 1,270 203,057 105,890
Shares redeemed (32,996,531) (244,048) (3,413,562) (1,928,915)
----------- --------- ---------- ----------

Net increase (decrease)
shares outstanding 98,264,115 5,646,353 24,357,384 7,044,742
=========== ========= ========== ==========
</TABLE>

<PAGE> 84
AMR INVESTMENT SERVICES TRUST BALANCED PORTFOLIO
SCHEDULE OF INVESTMENTS
FEBRUARY 29, 1996
(Unaudited)

Federal Home Loan Mortgage Corporation,
7.71%, Due 6/21/2004 ................................ $ 1,999 $ 2,076
Federal Home Loan Mortgage Corporation,
7.5%, Due 12/1/2025 .................................. 5,190 5,244
Federal Home Loan Mortgage Corporation,
6.50%, Due 10/15/2006 ................................ 1,499 1,497
Federal Home Loan Mortgage Corporation,
7.00%, Due 4/15/2019 ................................ 999 1,005
Federal National Mortgage Association,
7.0%, Due 12/1/2025 .................................. 2,484 2,456
Federal National Mortgage Association, MTN
6.36%, Due 8/16/2000 ................................ 2,090 2,123
Federal National Mortgage Association,
6.0%, Due 11/1/2008 .................................. 995 966
Federal National Mortgage Association,
6.50%, Due 5/15/2014 ................................ 400 400
Federal National Mortgage Association,
ARM, 6.366%, Due 7/1/2018 ............................ 1,759 1,773
Federal National Mortgage Association,
6.75%, Due 10/25/2018 ................................ 500 500
Federal National Mortgage Association,
10.45%, Due 4/25/2019 ................................ 262 283
Federal National Mortgage Association,
8.0%, Due 4/1/2023 .................................. 1,500 1,538
Federal National Mortgage Association,
8.00%, Due 10/1/2023 ................................ 4,777 4,902
Federal National Mortgage Association,
ARM, 7.50%, Due 12/1/2023 ............................ 1,369 1,385
Federal National Mortgage Association,
ARM, 7.345%, Due 1/1/2024 ............................ 1,710 1,729
Federal National Mortgage Association,
8.00%, Due 10/1/2024 ................................ 3,036 3,115
Federal National Mortgage Association,
8%, Due 3/1/2025 .................................... 1,653 1,697
Federal National Mortgage Association,
ARM, 7.277%, Due 4/1/2025 ............................ 427 438
Government National Mortgage Association,
10.50%, Due 9/15/1998 ................................ 15 16
Government National Mortgage Association,
9.00%, Due 10/15/2016 ................................ 1,040 1,096
Government National Mortgage Association,
8.50%, Due 3/15/2020 ................................ 350 365
Government National Mortgage Association,
8.50%, Due 2/15/2022 ................................ 716 747
Government National Mortgage Association,
8.00%, Due 3/1/2022 .................................. 923 951
</TABLE>

See accompanying notes
<PAGE> 85
AMR INVESTMENT SERVICES TRUST BALANCED PORTFOLIO
SCHEDULE OF INVESTMENTS
FEBRUARY 29, 1996
(Unaudited)

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
Par
Amount Value
----------- ---------------
(dollars in thousands)
<S> <C> <C>
Government National Mortgage Association,
8.50%, Due 1/15/2023 ............................ $ 223 $ 233
Government National Mortgage Association,
8.00%, Due 2/1/2023 .............................. 2,833 2,917
Government National Mortgage Association,
8.00%, Due 3/15/2023 ............................ 690 710
Government National Mortgage Association,
7.50%, Due 4/15/2023 ............................ 851 861
Government National Mortgage Association,
8.00%, Due 5/15/2023 ............................ 685 706
Government National Mortgage Association,
8.00%, Due 5/15/2023 ............................ 1,706 1,757
U.S. Treasury Bond,
8.75%, Due 8/15/2020 ............................ 4,300 5,383
U.S. Treasury Bonds,
11.625%, Due 11/15/2004 .......................... 11,370 15,552
U.S. Treasury Bonds,
7.50%, Due 2/15/2005 ............................ 3,345 3,652
U.S. Treasury Bonds,
13.875%, Due 5/15/2011 .......................... 1,230 1,927
U.S. Treasury Bonds,
10.375%, Due 11/15/2012 .......................... 1,500 1,986
U.S. Treasury Bonds,
8.75%, Due 5/15/2017 ............................ 4,905 6,085
U.S. Treasury Bonds,
8.125%, Due 8/15/2019 ............................ 7,250 8,521
U.S. Treasury Bonds,
8.125%, Due 8/15/2021 ............................ 2,675 3,152
U.S. Treasury Coupon Strips,
Due 11/15/2008 .................................. 796 350
U.S. Treasury Coupon Strips,
Due 5/15/2011 .................................... 4,000 1,464
U.S. Treasury Coupon Strips,
Due 8/15/2018 .................................... 4,000 862
U.S. Treasury Coupon Strips,
Due 8/15/2019 .................................... 11,500 2,316
U.S. Treasury Coupon Strips,
Due 11/15/2019 .................................. 6,000 1,188
U.S. Treasury Notes,
5.625%, Due 6/30/1997 ............................ 800 804
U.S. Treasury Notes,
5.50%, Due 7/31/1997 ............................ 3,300 3,310
U.S. Treasury Notes,
7.375%, Due 11/15/1997 .......................... 1,000 1,031
U.S. Treasury Notes,
5.625%, Due 1/31/1998 ............................ 1,400 1,404
U.S. Treasury Notes,
6.125%, Due 5/15/1998 ............................ 5,330 5,407
</TABLE>

See accompanying notes
<PAGE> 86
AMR INVESTMENT SERVICES TRUST BALANCED PORTFOLIO
SCHEDULE OF INVESTMENTS
FEBRUARY 29, 1996
(Unaudited)

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
Par
Amount Value
----------- ---------------
(dollars in thousands)
<S> <C> <C>
U.S. Treasury Notes,
5.125%, Due 6/30/1998 ............................ $ 1,000 $ 993
U.S. Treasury Notes,
5.125%, Due 11/30/1998 .......................... 1,650 1,632
U.S. Treasury Notes,
5.875%, Due 3/31/1999 ............................ 2,750 2,771
U.S. Treasury Notes,
7.00%, Due 4/15/1999 ............................ 1,800 1,871
U.S. Treasury Notes,
6.75%, Due 6/30/1999 ............................ 5,000 5,169
U.S. Treasury Notes,
6.375%, Due 7/15/1999 ............................ 1,500 1,534
U.S. Treasury Notes,
7.125%, Due 9/30/1999 ............................ 5,670 5,938
U.S. Treasury Notes,
7.75%, Due 1/31/2000 ............................ 2,000 2,141
U.S. Treasury Notes,
5.50%, Due 4/15/2000 ............................ 1,500 1,491
U.S. Treasury Notes,
6.125%, Due 7/31/2000 ............................ 4,820 4,888
U.S. Treasury Notes,
6.125%, Due 9/30/2000 ............................ 4,590 4,655
U.S. Treasury Notes,
8.50%, Due 11/15/2000 ............................ 5,500 6,114
U.S. Treasury Notes,
5.625%, Due 11/30/2000 .......................... 3,000 2,982
U.S. Treasury Notes,
7.50%, Due 11/15/2001 ............................ 3,000 3,230
U.S. Treasury Notes,
6.375%, Due 8/15/2002 ............................ 9,000 9,217
U.S. Treasury Notes,
6.25%, Due 2/15/2003 ............................ 7,600 7,714
U.S. Treasury Notes,
5.75%, Due 8/15/2003 ............................ 2,000 1,968
U.S. Treasury Notes,
5.875%, Due 2/15/2004 ............................ 2,000 1,977
U.S. Treasury Notes,
7.25%, Due 5/15/2004 ............................ 1,500 1,610
U.S. Treasury Notes,
7.875%, Due 11/15/2004 .......................... 1,500 1,673
U.S. Treasury Notes,
6.50%, Due 5/15/2005 ............................ 6,000 6,144
U.S. Treasury Notes,
6.50%, Due 8/15/2005 ............................ 2,000 2,047
U.S. Treasury Notes,
5.875%, Due 11/15/2005 .......................... 1,000 981
U.S. Treasury Notes,
8.875%, Due 2/15/2019 ............................ 1,250 1,577
</TABLE>

See accompanying notes
<PAGE> 87
AMR INVESTMENT SERVICES TRUST BALANCED PORTFOLIO
SCHEDULE OF INVESTMENTS
FEBRUARY 29, 1996
(Unaudited)

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
Par
Amount Value
----------- -------------
(dollars in thousands)
<S> <C> <C>
U.S. Treasury Notes,
7.875%, Due 2/15/2021 ............................. $ 1,000 $ 1,147
U.S. Treasury Notes,
6.25%, Due 8/15/2023 ............................. 2,950 2,809
U.S. Treasury Notes,
7.50%, Due 11/15/2024 ............................. 4,150 4,622
-----------
TOTAL U.S. GOVERNMENT & AGENCY OBLIGATIONS ....... 196,775
-----------

ASSET-BACKED SECURITIES - 2.89%

American Express Master Trust 1992-1 A,
6.05%, Due 6/15/1998 ............................. 2,250 2,263
AT&T Universal Card Master Trust, 1995-2 A, 5.95%,
Due 10/17/2002 ................................... 990 987
Banc One Auto Trust, 1995-A A5,
7.05%, Due 8/15/1998 ............................. 390 398
Chemical Master Credit Card Trust, 5.55%,
Due 9/15/2003 ..................................... 810 793
Chemical Master Credit Card Trust, 6.23%,
Due 10/15/2005 ................................... 990 987
Citibank Credit Card Master Trust I, 0%
Coupon, Due 2/7/2003 ............................. 1,410 1,044
ContiMortgage Home Equity Loan Trust, 7.96%,
Due 9/15/2009 ..................................... 2,500 2,578
First Chicago Master Trust II, 1992-E A,
6.25%, Due 8/15/1999 ............................. 750 755
General Electric Railcar Trust,
7.75%, Due 6/1/2004 ............................... 643 680
Green Tree Financial Corporation, 6.0%,
Due 2/15/2000 ..................................... 500 501
Green Tree Financial Corporation, 1993-3 A5,
5.75%, Due 10/15/2018 ............................. 990 965
Green Tree Financial Corporation, 1994-5 A2,
7.3%, Due 11/15/2019 ............................. 690 709
Green Tree Financial Corporation, 1995-8 A4,
6.60%, Due 12/15/2002 ............................. 1,400 1,403
Olympic Automobile Receivables Trust, 1993-C A,
4.50%, Due 2/15/2000 ............................. 286 282
Premier Auto Trust, 1994-4 A5,
6.65%, Due 11/2/1998 ............................. 2,000 2,025
Prime Credit Card Master Trust, 1992-1 A1,
7.05%, Due 2/15/2001 ............................. 1,010 1,035
Sears Credit Account Master Trust, 1995-5 A, 6.05%,
Due 1/15/2008 ..................................... 720 707
Signet Credit Card Master Trust,
1994-4 A, 6.80%, Due 12/15/2000 ................... 1,800 1,831
Standard Credit Card Master Trust,
1991-6 A, 7.875%, Due 1/7/2000 ................... 1,500 1,570
Standard Credit Card Master Trust, 5.9%,
Due 2/7/2001 ..................................... 1,000 1,000
UCFC Home Equity, 1994-C1 A2,
7.275%, Due 6/10/2007 ............................. 539 546
</TABLE>

See accompanying notes
<PAGE> 88
AMR INVESTMENT SERVICES TRUST BALANCED PORTFOLIO
SCHEDULE OF INVESTMENTS
FEBRUARY 29, 1996
(Unaudited)

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
Par
Amount Value
----------- -------------
(dollars in thousands)
<S> <C> <C>
Western Financial Grantor Trust, 1993-2 A2,
4.70%, Due 10/1/1998 $ 988 $ 981
Western Financial Grantor Trust, 1994-3 A2,
6.65%, Due 12/1/1999 734 743
-------------
TOTAL ASSET-BACKED SECURITIES ................... 24,783
-------------
NON-AGENCY MORTGAGE BACKED OBLIGATIONS - 0.64%

Citicorp Mortgage Securities, Incorporated,
9.50%, Due 8/1/2002 ............................... 720 737
Citicorp Mortgage Securities, Incorporated,
9.50%, Due 8/25/2005 ............................. 19 19
Citicorp Mortgage Securities, Incorporated,
8.50%, Due 4/25/2017 ............................. 740 745
Citicorp Mortgage Securities, Incorporated,
10.00%, Due 5/25/2017 ............................. 22 22
Citicorp Mortgage Securities, Incorporated,
9.00%, Due 4/1/2018 ............................... 798 823
DLJ Mortgage Acceptance Corporation,
4.56029%, Due 3/25/2024 ........................... 680 659
General Electric Capital Mortgage Services,
Incorporated, 1992-4 A A4, 8.00%, Due 4/25/2022 ... 738 751
INMC 1995-W A2, 7.25%, Due 2/25/2026 ............... 1,500 1,437
Residential Funding Corporation, 1993- S28 A4,
6.35%, Due 8/25/2023 ............................. 300 296
-------------
TOTAL NON-AGENCY MORTGAGE BACKED OBLIGATIONS ..... 5,489
-------------
CORPORATE BONDS - 9.92%

FINANCIAL - 4.35%
American General Financial,
7.25%, Due 5/15/2005 ............................. 410 421
Associates Corporation Of North America,
7.50%, Due 5/15/1999 ............................. 80 84
Associates Corporation Of North America,
6.375%, Due 8/15/1998 ............................. 2,900 2,931
BankAmerica Corporation,
7.50%, Due 3/15/1997 ............................. 960 978
BankAmerica Corporation, 9.75%, Due 7/1/2000 ....... 600 679
BanPonce, 7.3%, Due 6/5/2002 ....................... 640 658
Chemical Banking Corporation,
7.625%, Due 1/15/2003 ............................. 200 211
Chemical Banking Corporation, FRN,
6.2125%, Due 6/15/2000 ........................... 2,300 2,307
Chemical Banking Corporation, 8.625%,
Due 5/1/2002 ..................................... 700 775
</TABLE>

See accompanying notes
<PAGE> 89
AMR INVESTMENT SERVICES TRUST BALANCED PORTFOLIO
SCHEDULE OF INVESTMENTS
FEBRUARY 29, 1996
(Unaudited)

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
Par
Amount Value
----------- ---------------
(dollars in thousands)
<S> <C> <C>
Chemical New York Corporation, 9.75%, Due
6/15/99 .......................................... $ 900 $ 996
Citicorp Mortgage Securities, Incorporated, 9.5%,
Due 3/25/2005 .................................... 1,201 1,201
Countrywide Funding Corporation, 6.05%,
Due 3/1/2001 .................................... 1,200 1,180
Fleet Mortgage Group, Incorporated,
6.125%, Due 8/15/1997 ............................ 930 935
Ford Motor Credit Company,
9.25%, Due 6/15/1998 ............................ 1,000 1,070
Ford Motor Credit Company,
8.20%, Due 2/15/2002 ............................ 1,510 1,638
Ford Motor Credit Company,
8.00%, Due 6/15/2002 ............................ 500 537
Ford Motor Credit, 6.125%, Due 1/9/2006 ............ 1,000 949
General Motors Acceptance Corporation,
7.375%, Due 4/25/2000 ............................ 2,000 2,077
General Motors Acceptance Corporation,
6.75%, Due 6/17/2002 ............................ 1,140 1,149
Health & Rehab, FRN,
6.9875%, Due 7/13/1999 .......................... 1,000 997
IBM Corporation, 7.0%, Due 10/30/2025 .............. 760 728
Lehman Brothers Holding, Incorporated, 6.625%,
Due 2/15/2000 .................................... 570 572
Lehman Brothers, Incorporated, 5.04%,
Due 12/15/2003 .................................. 1,000 993
Lehman Brothers, Incorporated, 6.125%,
Due 2/1/2001 .................................... 1,000 983
Lehman Brothers, Incorporated, 7.00%,
Due 5/15/1997 .................................... 1,000 1,013
National Bank Of Detroit, 7.125%, Due 5/15/2007 .... 700 715
NationsBank Corporation,
7.625%, Due 4/27/2005 ............................ 1,000 1,054
PNC Funding Corporation, 6.125%, Due 9/1/2003 ...... 1,000 967
Salomon Incorporated,
7.05%, Due 1/15/1998 ............................ 800 809
Salomon Incorporated,
7.00%, Due 1/20/1998 ............................ 390 393
Salomon Incorporated,
5.53%, Due 1/30/1998 ............................ 1,500 1,476
Salomon Incorporated,
6.04%, Due 7/9/1998 .............................. 625 619
Salomon Incorporated,
6.70%, Due 12/1/1998 ............................ 390 390
</TABLE>

See accompanying notes
<PAGE> 90
AMR INVESTMENT SERVICES TRUST BALANCED PORTFOLIO
SCHEDULE OF INVESTMENTS
FEBRUARY 29, 1996
(Unaudited)

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
Par
Amount Value
----------- ---------------
(dollars in thousands)
<S> <C> <C>
Salomon Incorporated,
5.395%, Due 4/5/1999 .............................. $ 500 $ 489
Security Capital Pacific, 7.9%, Due 2/15/96 .......... 1,000 999
Smith Barney Holdings,
6.00%, Due 3/15/1997 .............................. 1,000 1,004
Society National Bank, 7.25%, Due 6/1/2005 .......... 800 823
St. Paul Companies,
9.375%, Due 6/15/1997 .............................. 600 627
Westpac Banking Corporation,
7.875%, Due 10/15/2002 ............................ 800 851
---------------
TOTAL FINANCIAL ................................ 37,278
---------------
INDUSTRIAL - 2.60%
Atlantic Richfield Corporation, 8.5%, Due 4/1/2012 .. 870 972
Atlantic Richfield Corporation, 8.75%, Due 3/1/2032 .. 610 717
The Boeing Company,
8.625%, Due 11/15/2031 ............................ 620 736
BP America Incorporated, 9.875%, Due 3/15/2004 ...... 650 785
Columbia/HCA Health, 7.69%, Due 6/15/2025 ............ 730 750
E.I. Du Pont De Nemours & Company,
8.45%, Due 10/15/1996 .............................. 200 204
Heinz (H. J.) Company,
5.50%, Due 9/15/1997 .............................. 520 519
International Business Machines, Incorporated,
6.375%, Due 11/1/1997 .............................. 750 758
Legrand,
8.50%, Due 2/15/2025 .............................. 820 917
The May Department Store Company,
9.75%, Due 2/15/2021 .............................. 400 508
McDermott,
8.75%, Due 5/19/2023 .............................. 1,000 1,004
News America Holdings,
9.25%, Due 2/1/2013 ................................ 370 409
News America Holdings, 9.25%, Due 2/1/2013 .......... 340 380
Occidential Petroleum Corporation,
8.50%, Due 9/15/2004 .............................. 2,000 2,140
Pepsico Incorporated,
7.00%, Due 11/15/1996 .............................. 550 556
Philip Morris Companies, Incorporated,
8.875%, Due 7/1/1996 .............................. 520 525
Philip Morris Companies, Incorporated,
9.25%, Due 12/1/1997 .............................. 1,500 1,585
Philip Morris Companies, Incorporated,
8.25%, Due 10/15/2003 .............................. 640 697
Philip Morris Companies, Incorporated,
8.375%, Due 1/15/2017 .............................. 625 655
Pohang Iron & Steel, 7.375%, Due 05/15/2005 .......... 750 763
</TABLE>

See accompanying notes
<PAGE> 91
AMR INVESTMENT SERVICES TRUST BALANCED PORTFOLIO
SCHEDULE OF INVESTMENTS
FEBRUARY 29, 1996
(Unaudited)

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------
Par
Amount Value
----------- ------------
(dollars in thousands)
<S> <C> <C>
RJR Nabisco,
8.75%, Due 8/15/2005 ................................. $ 2,750 $ 2,712
Sears Roebuck,
9.375%, Due 11/1/2011 ................................. 635 763
Telecomunications, Incorporated,
9.80%, Due 2/1/2012 ................................... 320 369
Texaco Cap, MTN, 6.19%, Due 7/9/2003 ................... 750 730
Torchmark Corporation,
7.875%, Due 5/15/2023 ................................. 510 512
WMX Technologies, 6.22%, Due 4/30/2004 ................. 590 629
Xerox Corporation,
7.15%, Due 8/1/2004 ................................... 1,000 1,034
------------
TOTAL INDUSTRIAL ................................... 22,329
------------
UTILITY - 0.98%
Baltimore Gas & Electric, FRN,
5.775%, Due 4/15/1999 ................................. 2,500 2,495
Consolidated Edison New York, FRN,
5.81641%, Due 07/01/99 ............................... 1,450 1,448
General Telephone Southwest, Incorporated,
8.50%, Due 11/15/2031 ................................. 600 654
National Rural, FRN, 5.38%,
Due 2/27/1998 ......................................... 1,500 1,500
Pacific Bell Telephone,
8.70%, Due 6/15/2001 ................................. 670 743
Southern California Edison Company, 8.25%, Due 2/1/2000.. 1,425 1,520
------------
TOTAL UTILITY ..................................... 8,360
------------
FOREIGN BONDS - 1.99%
ABN-AMRO, 7.27%, Due 5/31/2005 ......................... 690 713
ANZ Banking, 6.25%, Due 2/1/2004 ....................... 770 739
Hanson Overseas, 7.375%, Due 1/15/2003 ................. 380 391
Hanson Overseas, 7.375%, Due 1/15/2003 ................. 220 226
Hydro-Quebec, 7.375%, Due 2/1/2003 ..................... 400 416
Hydro-Quebec, 9.40%, Due 2/1/2021 ....................... 1,800 2,140
Hydro-Quebec, 8.875%, Due 3/1/2026 ..................... 1,200 1,359
Korea Development Bank, 5.875%, Due 12/1/1998 ........... 100 99
Korea Development Bank, 6.25%, Due 5/1/2000 ............. 770 766
Province of Newfoundland, 9.875%, Due 6/1/2020 ......... 250 312
Province Of Quebec, 8.8%, Due 4/15/2003 ................. 670 750
Republic Of Italy, 6.875%, Due 9/27/2023 ............... 2,350 2,153
Svenska Handelsbanken, 8.35%, Due 7/15/2004 ............. 740 809
SwedBank FRN, 7.719%, Due 10/29/2049 ................... 2,500 2,552
Swedish Export Credit, 9.875%, Due 3/15/2038 ........... 2,410 2,648
Swiss Bank Corporation, 7.50%, Due 7/15/2025 ........... 950 964
------------
TOTAL FOREIGN BONDS ............................... 17,037
------------
TOTAL CORPORATE BONDS ............................... 85,004
------------
</TABLE>

See accompanying notes
<PAGE> 92
AMR INVESTMENT SERVICES TRUST BALANCED PORTFOLIO
SCHEDULE OF INVESTMENTS
FEBRUARY 29, 1996
(Unaudited)

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------
Shares Value
----------- ---------------
(dollars in thousands)
<S> <C> <C>
PREFERRED STOCK - 0.02%

RJR Nabisco, Convertible PERC ..................... 29,300 $ 201
Teledyne, Incorporated Class E ................... 600 9
---------------
TOTAL PREFERRED STOCK ......................... 210
---------------
COMMON STOCK - 62.27%

FOREIGN STOCKS - 2.50%
Arthur Guinness & Sons, ADR ....................... 24,700 868
British Petroleum PLC, ADR ....................... 9,000 903
Ciba-Geigy AG ..................................... 30,000 1,340
Exel Limited ..................................... 50,000 3,488
Hanson PLC, ADR ................................... 69,300 1,022
Moore Corporation Limited ......................... 120,000 2,355
Northern Telecom Limited ......................... 35,000 1,663
Phillips Gloeilamper ............................. 40,000 1,655
Royal Dutch Petroleum Company, New York Registry 30,000 4,133
Schlumberger Limited ............................. 20,000 1,458
The Seagram Company Limited ....................... 20,800 715
Volvo AB, ADR ..................................... 85,000 1,806
---------------
TOTAL FOREIGN STOCKS ......................... 21,406
---------------
CONSUMER STAPLES - 11.68%

DEPARTMENT AND MAIL ORDER - 1.50%
J.C. Penney Company, Incorporated ................. 55,875 2,654
K Mart Corporation ............................... 323,100 2,262
Sears Roebuck & Company ........................... 45,000 2,042
The May Department Store Company ................. 108,800 5,073
Woolworth Corporation ............................. 70,000 840
---------------
TOTAL DEPARTMENT AND MAIL ORDER ........... 12,871
---------------

DISTILLERS AND BREWERS - 0.72%
Anheuser-Busch Companies, Incorporated ........... 76,300 5,141
Brown-Foreman, Incorporated ....................... 26,700 1,045
---------------
TOTAL DISTILLERS AND BREWERS 6,186
---------------
DRUGS AND HOSPITAL SUPPLY - 2.91%
American Home Products Corporation ............... 60,800 5,989
Baxter International, Incorporated ............... 176,900 8,093
Bristol-Myers Squibb Company ..................... 40,500 3,448
Horizon / CMS Healthcare Corporation ............. 18,800 447
Merck & Company, Incorporated ..................... 64,000 4,240
Warner Lambert, Incorporated ..................... 27,100 2,680
---------------
TOTAL DRUGS AND HOSPITAL SUPPLY ........... 24,897
---------------
</TABLE>

See accompanying notes
<PAGE> 93
AMR INVESTMENT SERVICES TRUST BALANCED PORTFOLIO
SCHEDULE OF INVESTMENTS
FEBRUARY 29, 1996
(Unaudited)

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
Shares Value
----------- ---------------
(dollars in thousands)
<S> <C> <C>
FOOD PROCESSING - 0.20%
Archer Daniels Midland Company ................. 90,000 $ 1,733
---------------
TOTAL FOOD PROCESSING ................... 1,733
---------------
FOODS - 0.26%
ConAgra, Inc ................................... 24,975 1,052
Nabisco Holdings Corporation, Class A ........... 32,900 1,156
---------------
TOTAL FOODS ............................. 2,208
---------------
LEISURE - 0.27%
Hasbro, Incorporated ........................... 35,200 1,214
King World Productions, Incorporated
(non-income producing) ....................... 25,700 1,076
---------------
TOTAL LEISURE ........................... 2,290
---------------
PHOTOGRAPHY - 1.16%
Eastman Kodak Company ........................... 138,900 9,931
---------------
TOTAL PHOTOGRAPHY ....................... 9,931
---------------
PUBLISHING - 0.63%
A.H. Belo, Incorporated, Class A ............... 35,800 1,253
R.R. Donnelley & Sons Company ................... 30,000 1,080
Dun & Bradstreet Corporation ................... 45,000 2,846
New York Times Company ......................... 8,700 239
---------------
TOTAL PUBLISHING ......................... 5,418
---------------
RETAIL - OTHER - 0.26%
Giant Foods, Incorporated ....................... 55,000 1,808
Melville Corporation ........................... 13,000 414
---------------
TOTAL RETAIL - OTHER ..................... 2,222
---------------
TOBACCO - 3.77%
American Brands, Incorporated ................... 60,000 2,723
Philip Morris Companies, Incorporated ........... 180,300 17,850
RJR Nabisco Holdings ........................... 123,640 4,157
UST, Incorporated ............................... 214,000 7,597
---------------
TOTAL TOBACCO ........................... 32,327
---------------
TOTAL CONSUMER STAPLES ..................... 100,083
---------------
INTEREST SENSITIVE - 22.67%
BANKS - 7.30%
BankAmerica Corporation ......................... 112,000 7,980
Bank of Boston Corporation ..................... 35,000 1,702
Bankers Trust Company New York ................. 19,400 1,254
Chase Manhattan Corporation ..................... 102,100 7,606
</TABLE>

See accompanying notes
<PAGE> 94
AMR INVESTMENT SERVICES TRUST BALANCED PORTFOLIO
SCHEDULE OF INVESTMENTS
FEBRUARY 29, 1996
(Unaudited)

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
Shares Value
----------- ---------------
(dollars in thousands)
<S> <C> <C>
Chemical Banking Corporation ...................... 136,712 $ 9,792
Crestar Financial Corporation ...................... 15,000 878
First Chicago NBD .................................. 108,781 4,718
First Interstate Bancorp .......................... 11,000 1,797
First of America Bank Corporation .................. 50,000 2,188
First Security Corporation ........................ 60,000 1,613
First Union Corporation ............................ 20,000 1,210
Fleet Financial Group, Incorporated ................ 150,000 6,169
J.P. Morgan & Company, Incorporated ................ 33,000 2,702
NationsBank Corporation ............................ 52,700 3,887
Norwest Corporation ................................ 214,800 7,840
Wells Fargo and Company ............................ 5,000 1,233
---------------
TOTAL BANKS ................................ 62,569
---------------
BUILDING AND MATERIALS - 0.40%
PPG Industries, Incorporated ...................... 45,000 2,087
Vulcan Materials Company .......................... 24,700 1,340
---------------
TOTAL BUILDING AND MATERIALS ................ 3,427
---------------
FINANCE - 0.55%
Beneficial Corporation ............................ 40,000 2,080
Household International, Incorporated .............. 40,000 2,690
---------------
TOTAL FINANCE .............................. 4,770
---------------
INSURANCE - LIFE AND MULTI-LINE - 2.60%
Aetna Life & Casualty Company ...................... 75,600 5,717
American General Corporation ...................... 60,000 2,183
Aon, Incorporated .................................. 129,300 6,724
Lincoln National Corporation ...................... 45,000 2,475
Old Republic International Corporation ............ 34,800 1,192
Travelers Corporation .............................. 59,669 3,990
---------------
TOTAL INSURANCE - LIFE AND MULTI-LINE ...... 22,281
---------------
INSURANCE - PROPERTY AND CASUALTY - 2.77%
Ace Limited ........................................ 15,000 701
Allstate Corporation .............................. 282,257 12,102
Safeco Corporation ................................ 90,000 3,263
St. Paul Companies ................................ 135,600 7,678
---------------
TOTAL INSURANCE - PROPERTY AND CASUALTY .... 23,744
---------------
SAVINGS AND LOAN - 1.07%
Great Western Financial Corporation ................ 290,400 6,643
H.F. Ahmanson & Company ............................ 110,000 2,503
---------------
TOTAL SAVINGS AND LOAN ...................... 9,146
---------------
UTILITIES - ELECTRIC - 2.35%
Centerior Energy Corporation ...................... 31,800 266
Central And Southwest Corporation .................. 38,300 1,063
</TABLE>

See accompanying notes
<PAGE> 95
AMR INVESTMENT SERVICES TRUST BALANCED PORTFOLIO
SCHEDULE OF INVESTMENTS
FEBRUARY 29, 1996
(Unaudited)

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
Shares Value
----------- ---------------
(dollars in thousands)
<S> <C> <C>
CMS Energy Corporation ......................... 60,000 $ 1,823
DTE Energy Company ............................. 39,000 1,389
Edison International ........................... 80,000 1,400
Entergy Corporation ............................. 165,000 4,682
Illinova Corporation ........................... 60,000 1,710
Public Service Enterprise Group, Incorporated ... 45,000 1,266
Unicom Corporation ............................. 203,800 6,522
---------------
TOTAL UTILITIES - ELECTRIC ............... 20,121
---------------
UTILITIES - NATURAL GAS - 1.18%
Columbia Gas Systems, Incorporated ............. 19,000 831
Panhandle Eastern Corporation ................... 263,100 7,531
Peoples Energy Corporation ..................... 58,000 1,784
---------------
TOTAL UTILITIES - NATURAL GAS ........... 10,146
---------------
UTILITIES - TELEPHONE - 2.53%
AT&T Corporation ............................... 30,000 1,909
Pacific Telesis Group, Incorporated ............. 360,000 10,170
SBC Communications ............................. 30,000 1,646
Telephone & Data Systems, Incorporated ......... 17,400 803
US West Media Group ............................. 98,000 2,046
US West, Incorporated ........................... 157,200 5,148
---------------
TOTAL UTILITIES - TELEPHONE ............. 21,722
---------------
MISCELLANEOUS - INTEREST SENSITIVE - 1.92%
American Express Company ....................... 234,600 10,792
Federal Home Loan Mortgage Corporation ......... 14,800 1,221
Federal National Mortgage Association ........... 118,000 3,732
Fund American Enterprises, Incorporated ......... 8,800 678
---------------
TOTAL MISCELLANEOUS - INTEREST SENSITIVE . 16,423
---------------
TOTAL INTEREST SENSITIVE ................... 194,349
---------------
CONSUMER CYCLICALS - 4.55%
AUTOMOBILE AND TRUCK - 4.03%
Dana Corporation ............................... 223,600 6,764
Eaton Corporation ............................... 133,500 7,726
Ford Motor Company ............................. 290,435 9,076
General Motors Corporation ..................... 191,300 9,804
TRW, Incorporated ............................... 13,200 1,143
---------------
TOTAL AUTOMOBILE AND TRUCK ............... 34,513
---------------
ELECTRICAL HOUSEHOLD EQUIPMENT - 0.26%
Newell Company ................................. 41,600 1,154
Whirlpool Corporation ........................... 20,000 1,113
---------------
TOTAL ELECTRICAL HOUSEHOLD EQUIPMENT ..... 2,267
---------------
</TABLE>

See accompanying notes
<PAGE> 96
AMR INVESTMENT SERVICES TRUST BALANCED PORTFOLIO
SCHEDULE OF INVESTMENTS
FEBRUARY 29, 1996
(Unaudited)

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
Shares Value
----------- ---------------
(dollars in thousands)
<S> <C> <C>
TIRE AND RUBBER - 0.26%
Cooper Tire And Rubber Company .................. 70,000 $ 1,776
Goodyear Tire & Rubber Comany .................... 9,000 428
---------------
TOTAL TIRE AND RUBBER .................... 2,204
---------------
TOTAL CONSUMER CYCLICALS .................... 38,984
---------------
INTERMEDIATE GOODS & SERVICES - 11.73%

CHEMICALS - 1.37%
Dow Chemical .................................... 30,000 2,408
E.I. Du Pont de Nemours & Company ................ 41,000 3,137
Eastman Chemical Company ........................ 37,100 2,671
FMC Corporation (non-income producing) .......... 14,000 1,022
Olin Corporation ................................ 30,000 2,483
---------------
TOTAL CHEMICALS .......................... 11,721
---------------
FOREST PRODUCTS - 0.93%
Georgia Pacific Corporation ...................... 15,000 947
International Paper Company ...................... 60,000 2,138
James River Corporation of Virginia .............. 43,000 1,134
Union Camp Corporation .......................... 40,000 1,865
Weyerhaeuser Company ............................ 45,000 1,907
---------------
TOTAL FOREST PRODUCTS .................... 7,991
---------------
METALS - ALUMINUM - 0.55%
Aluminum Company Of America ...................... 70,000 3,973
Reynolds Metals Company .......................... 15,000 774
---------------
TOTAL METALS - ALUMINUM .................. 4,747
---------------
NATURAL GAS TRANSMISSION - 0.06%
Coastal Corporation .............................. 14,000 515
---------------
TOTAL NATURAL GAS TRANSMISSION ............ 515
---------------

OIL - 5.50%
Amoco Corporation ................................ 70,600 4,907
Ashland, Incorporated ............................ 24,000 879
Atlantic Richfield Corporation .................. 4,000 438
Chevron Corporation .............................. 80,000 4,450
Exxon Corporation ................................ 95,600 7,600
Louisiana Land and Exploration Company .......... 25,400 1,060
Mobil Corporation ................................ 20,000 2,193
Phillips Petroleum Company ...................... 260,800 9,128
Tenneco, Incorporated ............................ 177,400 9,912
Texaco, Incorporated ............................ 33,600 2,680
USX-Marathon Group .............................. 50,000 925
</TABLE>

See accompanying notes
<PAGE> 97
AMR INVESTMENT SERVICES TRUST BALANCED PORTFOLIO
SCHEDULE OF INVESTMENTS
FEBRUARY 29, 1996
(Unaudited)

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
Shares Value
----------- ----------
(dollars in thousands)
<S> <C> <C>
Ultramar Corporation ........................................ 70,000 $ 2,004
Union Texas Petroleum Holdings, Incorporated ................ 47,700 942
----------
TOTAL OIL ............................................ 47,118
----------
OIL SERVICE - 0.52%
Baker Hughes, Incorporated .................................. 131,100 3,458
Ensco International (non-income producing) .................. 40,300 972
----------
TOTAL OIL SERVICE .................................... 4,430
----------
TRANSPORTATION - 1.25%
CSX Corporation .............................................. 24,000 1,077
Conrail, Incorporated ........................................ 55,000 3,967
Norfolk Southern Corporation ................................ 25,000 2,038
Ryder Systems, Incorporated .................................. 60,000 1,508
Union Pacific Corporation .................................... 32,500 2,145
----------
TOTAL TRANSPORTATION .................................. 10,735
----------
MISCELLANEOUS - INTERMEDIATE GOODS & SERVICES - 1.55%
Dresser Industries, .......................................... 146,700 4,126
GATX Corporation ............................................ 40,000 1,795
Mapco, Incorporated .......................................... 16,900 921
Phelps Dodge Corporation .................................... 105,900 6,473
----------
TOTAL MISCELLANEOUS - INTERMEDIATE GOODS & SERVICES .. 13,315
----------
TOTAL INTERMEDIATE GOODS & SERVICES .................... 100,572
----------
CAPITAL GOODS - 9.14%
AEROSPACE - 4.15%
The Boeing Company .......................................... 34,900 2,831
Coltec Industries, Incorporated (non-income producing) ...... 73,700 1,013
Lockheed Martin Corporation .................................. 113,499 8,654
Northrop Corporation ........................................ 30,000 1,853
Raytheon Company ............................................ 245,600 12,311
Rockwell International Corporation .......................... 45,000 2,565
Thiokol Corporation .......................................... 18,100 742
United Technologies Corporation .............................. 52,000 5,590
----------
TOTAL AEROSPACE ...................................... 35,559
----------

CONGLOMERATES - 1.17%
Harsco Corporation .......................................... 39,000 2,574
Minnesota Mining and Manufacturing Company .................. 9,000 586
Teledyne, Incorporated ...................................... 12,000 338
Textron, Incorporated ........................................ 83,200 6,552
----------
TOTAL CONGLOMERATES .................................. 10,050
----------
</TABLE>

See accompanying notes
<PAGE> 98
AMR INVESTMENT SERVICES TRUST BALANCED PORTFOLIO
SCHEDULE OF INVESTMENTS
FEBRUARY 29, 1996
(Unaudited)

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
Shares Value
----------- ---------------
(dollars in thousands)
<S> <C> <C>
ELECTRICAL EQUIPMENT - 1.17%
General Electric Corporation ................... 25,000 $ 1,888
Honeywell, Incorporated ......................... 40,300 2,136
ITT Industries, Incorporated ................... 80,300 2,108
Sunbeam-Oster Company ........................... 58,000 935
Westinghouse Electric Corporation ............... 157,400 2,912
---------------
TOTAL ELECTRICAL EQUIPMENT ............... 9,979
---------------
ELECTRONICS - INDUSTRIAL - 0.29%
National Semiconductor Corporation ............. 45,854 716
Seneormatic Electric Corporation ............... 85,000 1,774
---------------
TOTAL ELECTRONICS - INDUSTRIAL ........... 2,490
---------------
MACHINERY - 0.38%
Deere and Company ............................... 42,000 1,643
Parker Hannifin Corporation ..................... 16,900 594
Tecumseh Products Company ....................... 17,900 1,011
---------------
TOTAL MACHINERY ......................... 3,248
---------------
NEWSPAPERS-PUBLISHING & PRINTING - 0.14%
Gannett Company ................................. 17,800 1,210
---------------
TOTAL NEWSPAPERS-PUBLISHING & PRINTING ..... 1,210
---------------
OFFICE EQUIPMENT - 1.84%
Avery Denison Corporation ....................... 11,700 630
International Business Machines Corporation ..... 26,400 3,237
Pitney Bowes, Incorporated ..................... 58,000 2,799
Xerox Corporation ............................... 70,000 9,118
---------------
TOTAL OFFICE EQUIPMENT ................... 15,784
---------------
TOTAL CAPITAL GOODS ....................... 78,320
---------------
TOTAL COMMON STOCK ........................... 533,714
---------------

</TABLE>

<TABLE>
<CAPTION>
Par
Amount
------------
<S> <C> <C>
SHORT-TERM INVESTMENTS (NOTE A) - 3.12%
Bank of Tokyo New York, 5.250%,
Due 7/15/1996 ................................. $ 7,813 7,813
Bank of Tokyo New York, 5.260%,
Due 5/17/1996 ................................. 5,815 5,815
Bank Brussels Lambert Eurodollar, 5.625%,
Due 3/1/1996 ................................. 13,107 13,107
---------------
TOTAL SHORT-TERM INVESTMENTS ................. 26,735
---------------
</TABLE>

See accompanying notes
<PAGE> 99
AMR INVESTMENT SERVICES TRUST BALANCED PORTFOLIO
SCHEDULE OF INVESTMENTS
FEBRUARY 29, 1996
(Unaudited)

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------
Value
---------------
(dollars in thousands)
<S> <C>
TOTAL INVESTMENTS (COST $724,733) - 101.82% ........ $ 872,710

LIABILITIES, NET OF OTHER ASSETS - (1.82%) ........ (15,565)
---------------

TOTAL NET ASSETS - 100% ............................ $ 857,145
===============
</TABLE>

Based on the cost of investments of $725,090 for federal income tax purposes at
February 29, 1996, the aggregate gross unrealized appreciation was $155,459,
the aggregate gross unrealized depreciation was $7,839, and the net unrealized
appreciation of investments was $147,620.

(A) Rates associated with short-term investments represent yield to maturity.

ABBREVIATIONS:

ADR - American Depository Receipt
AG - Company
ARM - Adjustable Rate Mortgage
FRN - Floating Rate Note
MTN - Medium Term Note
PERC - Preferred Equity Redemption Certificate

See accompanying notes
<PAGE> 100
AMR INVESTMENT SERVICES TRUST GROWTH & INCOME PORTFOLIO
SCHEDULE OF INVESTMENTS
FEBRUARY 29, 1995
(Unaudited)

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
Shares Value
-------- ----------
(dollars in thousands)
<S> <C> <C>
PREFERRED STOCK - 0.04%

RJR Nabisco, Convertible PERC.......................... 35,500 $ 243
Teledyne, Incorporated Series E........................ 7,040 105
----------
TOTAL PREFERRED STOCK............................... 348
----------
COMMON STOCK - 94.11%

FOREIGN STOCKS - 4.13%
Arthur Guinness & Sons, ADR............................ 141,100 4,956
British Petroleum PLC, ADR............................. 13,000 1,304
Ciba-Geigy AG.......................................... 45,000 2,010
Exel Limited........................................... 75,000 5,230
Hanson PLC, ADR........................................ 404,500 5,965
Moore Corporation Limited.............................. 170,000 3,335
Northern Telecom Limited............................... 55,000 2,612
Phillips Gloeilamper................................... 55,000 2,275
Royal Dutch Petroleum Company, New York Registry....... 37,000 5,096
Schlumberger Limited................................... 30,000 2,185
Seagram Limited........................................ 30,700 1,055
Volvo AB, ADR.......................................... 126,000 2,678
----------
TOTAL FOREIGN STOCKS.............................. 38,701
----------
CONSUMER STAPLES - 20.27%

DEPARTMENT AND MAIL ORDER - 2.31%
J.C. Penney Company, Incorporated...................... 162,600 7,724
K Mart Corporation..................................... 459,900 3,219
Sears Roebuck & Company................................ 60,000 2,723
The May Department Store Company....................... 149,000 6,947
Woolworth Corporation.................................. 90,000 1,080
----------
TOTAL DEPARTMENT AND MAIL ORDER................. 21,693
----------
DISTILLERS AND BREWERS - 1.22%
Anheuser-Busch Companies, Incorporated................. 115,000 7,748
Brown-Foreman, Incorporated............................ 93,600 3,662
----------
TOTAL DISTILLERS AND BREWERS.................... 11,410
----------
DRUGS AND HOSPITAL SUPPLY - 4.86%
American Home Products Corporation..................... 119,600 11,781
Baxter International, Incorporated..................... 231,700 10,600
Bristol-Myers Squibb Company........................... 111,100 9,457
Horizon / CMS Healthcare Corporation................... 109,300 2,596

</TABLE>

See accompanying notes
<PAGE> 101
AMR INVESTMENT SERVICES TRUST GROWTH & INCOME PORTFOLIO
SCHEDULE OF INVESTMENTS
FEBRUARY 29, 1995
(Unaudited)

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
Shares Value
-------- ----------
(dollars in thousands)
<S> <C> <C>
Merck & Company, Incorporated.......................... 86,000 $ 5,698
Warner Lambert, Incorporated........................... 54,600 5,399
----------
TOTAL DRUGS AND HOSPITAL SUPPLY................. 45,531
----------
FOOD PROCESSING - 0.28%
Archer Daniels Midland Company......................... 135,000 2,599
----------
TOTAL FOOD PROCESSING........................... 2,599
----------
FOODS - 0.65%
ConAgra, Incorporated.................................. 34,975 1,473
Nabisco Holdings Corporation, Class A.................. 133,000 4,672
----------
TOTAL FOODS..................................... 6,145
----------
LEISURE - 1.28%
Hasbro, Incorporated................................... 188,400 6,500
King World Productions, Incorporated
(Non-Income Producing)............................... 130,300 5,456
----------
TOTAL LEISURE................................... 11,956
----------
PHOTOGRAPHY - 1.60%
Eastman Kodak Company.................................. 210,000 15,015
----------
TOTAL PHOTOGRAPHY............................... 15,015
----------
PUBLISHING - 1.64%
A.H. Belo, Incorporated, Class A....................... 168,600 5,901
Dun & Bradstreet Corporation........................... 70,000 4,428
New York Times Company................................. 113,200 3,113
R.R. Donnelley & Sons Company.......................... 55,000 1,980
----------
TOTAL PUBLISHING................................ 15,422
----------
RETAIL - OTHER - 0.38%
Giant Food............................................. 80,000 2,630
Melville Corporation................................... 28,900 921
----------
TOTAL RETAIL - OTHER............................ 3,551
----------
TOBACCO - 5.91%
American Brands, Incorporated.......................... 55,000 2,496
Philip Morris Companies, Incorporated.................. 313,300 31,017
RJR Nabisco Holdings................................... 314,520 10,576
UST, Incorporated...................................... 317,600 11,275
----------
TOTAL TOBACCO................................... 55,364
----------
</TABLE>

See accompanying notes
<PAGE> 102
AMR INVESTMENT SERVICES TRUST GROWTH & INCOME PORTFOLIO
SCHEDULE OF INVESTMENTS
FEBRUARY 29, 1995
(Unaudited)

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
Shares Value
-------- ----------
(dollars in thousands)
<S> <C> <C>
MISCELLANEOUS - CONSUMER STAPLES - 0.14%
Gibson Greetings, Incorporated......................... 90,550 $ 1,302
----------
TOTAL MISCELLANEOUS - CONSUMER STAPLES.......... 1,302
----------
TOTAL CONSUMER STAPLES............................ 189,988
----------
INTEREST SENSITIVE - 30.73%
BANKS - 9.42%
Bank America Corporation............................... 150,000 10,688
Bank of Boston Corporation............................. 60,000 2,918
Bankers Trust Company New York......................... 102,500 6,624
Chase Manhattan Corporation............................ 137,000 10,207
Chemical Banking Corporation........................... 204,234 14,628
Crestar Financial Corporation.......................... 30,000 1,755
First Chicago NBD...................................... 168,465 7,307
First Interstate Bancorp............................... 16,000 2,614
First of America Bank Corporation...................... 60,000 2,625
First Security Corporation............................. 97,500 2,620
First Union Corporation................................ 30,000 1,815
Fleet Financial Group, Incorporated.................... 232,800 9,574
J.P. Morgan & Company, Incorporated.................... 85,900 7,033
NationsBank Corporation................................ 90,000 6,638
Wells Fargo & Company.................................. 5,000 1,233
----------
TOTAL BANKS..................................... 88,279
----------
BUILDING AND MATERIALS - 0.51%
PPG Industries, Incorporated........................... 45,000 2,087
Vulcan Materials Company............................... 50,000 2,713
----------
TOTAL BUILDING AND MATERIALS.................... 4,800
----------
FINANCE - 0.60%
Beneficial Corporation................................. 50,000 2,600
Household International, Incorporated.................. 45,000 3,026
----------
TOTAL FINANCE................................... 5,626
----------
INSURANCE - LIFE AND MULTI-LINE - 3.61%
Aetna Life & Casualty Company.......................... 122,700 9,279
American General Corporation........................... 75,000 2,728
Aon, Incorporated...................................... 161,400 8,393
Lincoln National Corporation........................... 50,000 2,750
Old Republic International Corporation................. 156,600 5,364
Travelers Corporation.................................. 78,896 5,276
----------
TOTAL INSURANCE - LIFE AND MULTI-LINE........... 33,790
----------
</TABLE>

See accompanying notes
<PAGE> 103
AMR INVESTMENT SERVICES TRUST GROWTH & INCOME PORTFOLIO
SCHEDULE OF INVESTMENTS
FEBRUARY 29, 1995
(Unaudited)

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
Shares Value
-------- ----------
(dollars in thousands)
<S> <C> <C>
INSURANCE - PROPERTY AND CASUALTY - 3.39%
Ace, Limited........................................... 20,000 $ 935
Allstate Corporation................................... 363,580 15,588
Safeco Corporation..................................... 110,000 3,988
St. Paul Companies..................................... 198,800 11,257
----------
TOTAL INSURANCE - PROPERTY AND CASUALTY......... 31,768
----------
SAVINGS AND LOAN - 1.20%
Great Western Financial Corporation.................... 367,200 8,400
H.F. Ahmanson & Company................................ 125,000 2,844
----------
TOTAL SAVINGS AND LOAN.......................... 11,244
----------
UTILITIES - ELECTRIC - 3.51%
Centerior Energy Corporation........................... 60,400 506
Central And Southwest Corporation...................... 57,200 1,587
CMS Energy Corporation................................. 90,000 2,734
DTE Energy Company..................................... 70,000 2,494
Edison International................................... 140,000 2,450
Entergy Corporation.................................... 250,600 7,111
Illinova Corporation................................... 70,000 1,995
New York State Electric & Gas Corporation.............. 70,000 1,654
Peco Energy Company.................................... 85,000 2,401
Public Service Enterprise Group, Incorporated.......... 80,700 2,270
Unicom Corporation..................................... 240,400 7,693
----------
TOTAL UTILITIES - ELECTRIC...................... 32,895
----------
UTILITIES - NATURAL GAS - 1.56%
Columbia Gas Systems................................... 31,500 1,378
Panhandle Eastern Corporation.......................... 393,300 11,258
Peoples Energy Corporation............................. 65,000 1,999
----------
TOTAL UTILITIES - NATURAL GAS................... 14,635
----------
UTILITIES - TELEPHONE - 3.62%
AT&T Corporation....................................... 65,000 4,136
Pacific Telesis Group, Incorporated.................... 516,400 14,588
SBC Communications..................................... 30,000 1,646
Telephone & Data Systems, Incorporated................. 25,300 1,167
US West Media Group.................................... 143,100 2,987
US West, Incorporated.................................. 287,900 9,429
----------
TOTAL UTILITIES - TELEPHONE..................... 33,953
----------
MISCELLANEOUS - INTEREST SENSITIVE - 3.31%
American Express Company............................... 325,300 14,964
Federal Home Loan Mortgage Corporation................. 65,000 5,363
Federal National Mortgage Association.................. 243,400 7,698
</TABLE>

See accompanying notes
<PAGE> 104
AMR INVESTMENT SERVICES TRUST GROWTH & INCOME PORTFOLIO
SCHEDULE OF INVESTMENTS
FEBRUARY 29, 1995
(Unaudited)

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
Shares Value
-------- ----------
(dollars in thousands)
<S> <C> <C>
Fund American Enterprises, Incorporated................ 38,375 $ 2,955
----------
TOTAL MISCELLANEOUS - INTEREST SENSITIVE........ 30,980
----------
TOTAL INTEREST SENSITIVE.......................... 287,970
----------
CONSUMER CYCLICALS - 6.14%

AUTOMOBILE AND TRUCK - 5.32%
Dana Corporation....................................... 326,500 9,877
Eaton Corporation...................................... 189,400 10,962
Ford Motor Company..................................... 425,935 13,310
General Motors Corporation............................. 272,700 13,976
TRW, Incorporated...................................... 20,400 1,767
----------
TOTAL AUTOMOBILE AND TRUCK...................... 49,892
----------
ELECTRICAL HOUSEHOLD EQUIPMENT - 0.49%
Newell Company......................................... 65,000 1,804
Whirlpool Corporation.................................. 50,000 2,781
----------
TOTAL ELECTRICAL HOUSEHOLD EQUIPMENT............ 4,585
----------
TIRE AND RUBBER - 0.33%
Cooper Tire And Rubber Company......................... 75,000 1,903
Goodyear Tire & Rubber Comany.......................... 25,000 1,188
----------
TOTAL TIRE AND RUBBER........................... 3,091
----------
TOTAL CONSUMER CYCLICALS.......................... 57,568
----------
INTERMEDIATE GOODS & SERVICES - 18.40%

CHEMICALS - 1.92%
Dow Chemical........................................... 40,000 3,210
E.I. Du Pont De Nemours & Company...................... 47,000 3,596
Eastman Chemical Company............................... 51,775 3,728
FMC Corporation (Non-Income Producing)................. 68,800 5,022
Olin Corporation....................................... 30,000 2,483
----------
TOTAL CHEMICALS................................. 18,039
----------
FOREST PRODUCTS - 1.21%
Georgia-Pacific Corporation............................ 35,000 2,209
International Paper Company............................ 70,000 2,494
James River Corporation................................ 67,100 1,770
Union Camp Corporation................................. 50,000 2,331
Weyerhaeuser Company................................... 60,000 2,543
----------
TOTAL FOREST PRODUCTS........................... 11,347
----------
</TABLE>

See accompanying notes
<PAGE> 105
AMR INVESTMENT SERVICES TRUST GROWTH & INCOME PORTFOLIO
SCHEDULE OF INVESTMENTS
FEBRUARY 29, 1995
(Unaudited)

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
Shares Value
-------- ----------
(dollars in thousands)
<S> <C> <C>
METALS - ALUMINUM - 0.73%
Aluminum Company Of America............................ 97,000 $ 5,505
Reynolds Metals Company................................ 25,000 1,291
----------
TOTAL METALS - ALUMINUM......................... 6,796
----------
NATURAL GAS TRANSMISSION - 0.44%
Coastal Corporation.................................... 111,200 4,087
----------
TOTAL NATURAL GAS TRANSMISSION.................. 4,087
----------
OIL - 9.49%
Amoco Corporation...................................... 105,300 7,318
Ashland, Incorporated.................................. 113,000 4,139
Atlantic Richfield Corporation......................... 33,000 3,614
Chevron Corporation.................................... 130,000 7,231
Exxon Corporation...................................... 127,100 10,104
Louisiana Land and Exploration Company................. 131,325 5,483
Mobil Corporation...................................... 31,500 3,453
Phillips Petroleum Company............................. 399,300 13,976
Tenneco Incorporated................................... 277,000 15,477
Texaco, Incorporated................................... 110,000 8,773
USX-Marathon Group..................................... 150,000 2,775
Ultramar Corporation................................... 100,000 2,863
Union Texas Petroleum Holdings, Incorporated........... 187,800 3,709
----------
TOTAL OIL....................................... 88,915
----------
OIL SERVICE - 0.95%
Baker Hughes, Incorporated............................. 185,200 4,885
Ensco International (non-income producing)............. 167,400 4,039
----------
TOTAL OIL SERVICE............................... 8,924
----------
TRANSPORTATION - 1.39%
CSX Corporation........................................ 26,000 1,167
Conrail, Incorporated.................................. 55,000 3,967
Norfolk Southern Corporation........................... 30,000 2,445
Ryder Systems, Incorporated............................ 100,000 2,513
Union Pacific Corporation.............................. 45,000 2,970
----------
TOTAL TRANSPORTATION............................ 13,062
----------
MISCELLANEOUS - INTERMEDIATE GOODS & Services - 2.27%
Dresser Industries,Incorporated........................ 189,800 5,338
GATX Corporation....................................... 45,000 2,019
Mapco, Incorporated.................................... 93,700 5,107
Phelps Dodge Corporation............................... 143,500 8,771
----------
TOTAL MISCELLANEOUS - INTERMEDIATE GOODS & SERVI 21,235
----------
</TABLE>

See accompanying notes
<PAGE> 106
AMR INVESTMENT SERVICES TRUST GROWTH & INCOME PORTFOLIO
SCHEDULE OF INVESTMENTS
FEBRUARY 29, 1995
(Unaudited)

AEROSPACE - 6.57%
Coltec Industries, Incorporated (non-income producing). 313,600 4,312
Lockheed Martin Corporation............................ 194,794 14,853
Northrop Corporation................................... 35,000 2,161
Raytheon Company....................................... 377,900 18,942
Rockwell International Corporation..................... 60,000 3,420
The Boeing Company..................................... 88,900 7,212
Thiokol Corporation.................................... 103,700 4,252
United Technologies Corporation........................ 60,000 6,450
----------
TOTAL AEROSPACE................................. 61,602
----------
CONGLOMERATES - 2.34%
Harsco Corporation..................................... 55,000 3,630
Minnesota Mining And Manufacturing Company............. 14,000 912
Teledyne, Incorporated................................. 140,850 3,961
Textron, Incorporated.................................. 170,900 13,458
----------
TOTAL CONGLOMERATES............................. 21,961
----------
ELECTRICAL EQUIPMENT - 1.70%
General Electric Corporation........................... 34,300 2,590
Honeywell, Incorporated................................ 46,000 2,438
ITT Industries, Incorporated........................... 164,200 4,310
Sunbeam-Oster Company.................................. 200,000 3,225
Westinghouse Electric Corporation...................... 180,700 3,343
----------
TOTAL ELECTRICAL EQUIPMENT...................... 15,906
----------
ELECTRONICS - INDUSTRIAL - 0.40%
National Semiconductor Corporation..................... 70,546 1,102
Seneormatic Electric Corporation....................... 125,000 2,609
----------
TOTAL ELECTRONICS - INDUSTRIAL.................. 3,711
----------
MACHINERY - 1.03%
Deere & Company........................................ 90,000 3,521
Parker Hannifin Corporation............................ 23,700 832
Tecumseh Products Company.............................. 94,400 5,334
----------
TOTAL MACHINERY................................. 9,687
----------
OFFICE EQUIPMENT - 2.40%
Avery Denison Corporation.............................. 16,300 878
International Business Machines Corporation............ 32,400 3,973
Pitney Bowes, Incorporated............................. 80,000 3,860
</TABLE>

See accompanying notes
<PAGE> 107
AMR INVESTMENT SERVICES TRUST GROWTH & INCOME PORTFOLIO
SCHEDULE OF INVESTMENTS
FEBRUARY 29, 1995
(Unaudited)

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
Shares Value
-------- ----------
(dollars in thousands)
<S> <C> <C>
Xerox Corporation...................................... 106,000 $ 13,807
----------
TOTAL OFFICE EQUIPMENT.......................... 22,518
----------
TOTAL CAPITAL GOODS............................... 135,385
----------
TOTAL COMMON STOCK.................................. 882,017
----------

</TABLE>

<TABLE>
<CAPTION>
SHORT-TERM INVESTMENTS (Note A) - 5.52% Par
Amount
----------
<S> <C> <C>
Bank of Tokyo, New York, BA, 5.25%,
Due 7/15/1996........................................ $ 7,000 6,864
Bank of Tokyo, New York, BA, 5.76%,
Due 4/15/1996........................................ 5,000 4,965
Bank of Tokyo, New York, BA, 5.75%,
Due 4/29/1996........................................ 12,800 12,682
Bank of Tokyo, New York, BA, 5.69%,
Due 5/06/1996........................................ 10,000 9,898
Bank of Brussels Lambert, Eurodollar TD, 5.625%,
Due 3/01/1996........................................ 17,359 17,359
----------
TOTAL SHORT-TERM INVESTMENTS........................ 51,768
----------

TOTAL INVESTMENTS - 99.67% (Cost $722,851)............. 934,133
----------

OTHER ASSETS, NET OF LIABILITIES - .33%................ 3,061
----------

TOTAL NET ASSETS - 100%................................ $ 937,194
==========
</TABLE>

Based on the cost of investments of $723,377 for federal income tax purposes at
February 29, 1996, the aggregate gross unrealized appreciation was $220,630,
the unrealized depreciation was $9,874, and the net unrealized appreciation of
investments was $210,756.

(A) Rates associated with short-term investments represent yield to maturity.

ABBREVIATIONS:

ADR - American Depository Receipt
AB - Company
AG - Company
BA - Bankers Acceptance
PERC - Preferred Equity Redemption Certificate
PLC - Public Limited Corporation
TD - Time Deposit

See accompanying notes
<PAGE> 108
AMR INVESTMENT SERVICES TRUST INTERNATIONAL EQUITY PORTFOLIO
SCHEDULES OF INVESTMENTS
FEBRUARY 29, 1996
(Unaudited)

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------
Shares Value
--------- ----------
(dollars in thousands)
<S> <C> <C>
AUSTRALIA COMMON STOCK - 6.74%

Australia & New Zealand Banking Group ............ 776,077 $ 3,816
Brambles Industries, Limited................... 349,500 4,356
Burns, Philp & Co., Limited.................... 400,000 893
CSR, Limited................................... 310,000 1,079
Coles Myer Limited Australian.................. 68,400 232
GIO Australia Holdings, Limited................ 470,271 1,129
Goodman Fielder Limited........................ 800,000 850
News Corporation, Limited...................... 210,000 1,195
News Corporation Preferred Rights.............. 105,000 530
Pacific Dunlop, Limited........................ 401,000 951
Pioneer International, Limited................. 860,000 2,551
QBE Insurance Group, Limited................... 437,015 2,266
Westpac Banking Corporation.................... 86,000 405
----------
TOTAL AUSTRALIA COMMON STOCK......... 20,253
----------
AUSTRIA COMMON STOCK - .90%

EVN Energie-Versorgung Niederoesterreich AG 3,960 525
Mayr-Melnhof Karton AG......................... 16,000 800
VA Technologie AG.............................. 11,000 1,391
----------
TOTAL AUSTRIA COMMON STOCK........... 2,716
----------
BELGIUM COMMON STOCK - 1.14%

Arbed, SA (non-income producing)............... 3,000 329
G.I.B. Holdings, Limited, NPV.................. 14,400 684
Groupe Bruxelles Lambert, SA................... 11,550 1,567
Groupe Bruxelles Lambert, NPV.................. 209 28
Solvay Et Cie.................................. 1,400 826
----------
TOTAL BELGIUM COMMON STOCK........... 3,434
----------
CANADA COMMON STOCK - 2.30%

Anderson Exploration Limited................... 50,000 515
Bank of Nova Scotia............................ 62,439 1,400
Canadian Imperial Bank of Commerce............. 60,000 1,782
IMASCO, Limited................................ 75,000 1,421
Noranda, Incorporated.......................... 62,500 1,230
Wascana Energy, Incorporated...................
(non-income producing)....................... 60,000 574
----------
TOTAL CANADA COMMON STOCK............ 6,922
----------

</TABLE>

See accompanying notes
<PAGE> 109
AMR INVESTMENT SERVICES TRUST INTERNATIONAL EQUITY PORTFOLIO
SCHEDULES OF INVESTMENTS
FEBRUARY 29, 1996
(Unaudited)

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------
Shares Value
--------- ----------
(dollars in thousands)
<S> <C> <C>
DENMARK COMMON STOCK - .64%

Novo Nordisk AS, "B"........................... 7,000 $ 955
Unidanmark AS, "A"............................. 20,000 975
----------
TOTAL DENMARK COMMON STOCK........... 1,930
----------
FINLAND COMMON STOCK - 1.75%

Enso-Gutzeit OY................................ 170,000 1,189
Huhtamaki Group I Free......................... 36,000 1,203
Metsa-Serla OY................................. 20,000 620
Nokia OY "A"................................... 14,000 481
Repola OY...................................... 90,000 1,783
----------
TOTAL FINLAND COMMON STOCK........... 5,276
----------
FRANCE COMMON STOCK- 7.49%

Alcatel Alsthom CG............................. 17,000 1,509
Axa SA......................................... 8,342 539
Banque Nationale De Paris...................... 24,000 929
Bongrain SA.................................... 1,700 965
Credit Lyonnais-CDI (non-income producing)..... 9,100 446
ECCO SA........................................ 3,750 765
Lafarge Coppee................................. 31,400 2,161
La France SA................................... 9,000 2,067
PSA Peugeot.................................... 7,000 1,048
Rhone-Poulenc "A".............................. 50,000 1,247
Saint Gobain................................... 10,000 1,290
Societe Elf Aquitaine SA....................... 56,676 3,912
Thomson CSF.................................... 19,500 500
Total Petroleum Company B...................... 43,954 2,902
Usinor Sacilor................................. 72,000 1,126
Valeo SA ...................................... 20,000 1,105
----------
TOTAL FRANCE COMMON STOCK............ 22,511
----------
GERMANY - 6.99%

PREFERRED STOCK - 1.44%

Herlitz AG .................................... 5,947 793
RWE AG......................................... 42,000 1,310
Spar Handels - AG.............................. 1,700 326
Volkswagen AG.................................. 6,800 1,896
----------
TOTAL GERMANY PREFERRED STOCK........ 4,325
----------
</TABLE>

See accompanying notes
<PAGE> 110
AMR INVESTMENT SERVICES TRUST INTERNATIONAL EQUITY PORTFOLIO
SCHEDULES OF INVESTMENTS
FEBRUARY 29, 1996
(Unaudited)

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------
Shares Value
--------- ----------
(dollars in thousands)
<S> <C> <C>

COMMON STOCK - 5.55%

BASF AG........................................ 3,900 $ 979
BAYER AG....................................... 13,150 4,032
Commerzbank AG................................. 4,000 919
Deutsche Bank AG............................... 30,000 1,513
Hoechst AG..................................... 1,600 505
Karstadt AG.................................... 5,500 2,144
Mannesmann AG.................................. 3,600 1,286
Muenchener Rueckversicherung AG................ 300 531
Muenchener Rueckversicherung AG - Reg.......... 137 282
Muenchener Rueckversicherung AG - Warrants..... 37 5
Varta AG (non-income producing)................ 1,520 276
Veba AG........................................ 65,400 3,084
Volkswagen AG.................................. 3,000 1,142
----------
TOTAL GERMANY COMMON STOCK........... 16,698
----------
TOTAL GERMANY ....................... 21,023
----------
HONG KONG COMMON STOCK - 5.02%

Cheung Kong Holdings, Limited.................. 235,000 1,634
Dickson Concepts (International), Limited...... 1,750,000 1,788
Hang Lung Development Company, Limited......... 710,000 1,327
HSBC Holdings, Limited......................... 93,700 1,503
Hutchison Whampoa, Limited..................... 200,000 1,268
National Mutual of Asia, Limited............... 1,700,000 1,649
New World Development Company, Limited......... 320,000 1,560
Oriental Press Group, Limited.................. 3,005,000 1,331
Peregrine Investments Holdings, Limited........ 550,000 939
South China Morning Post (Holdings), Limited... 1,100,000 775
Sun Hung Kai Properties, Limited............... 110,100 984
Swire Pacific, Limited "A"..................... 40,000 349
----------
TOTAL HONG KONG COMMON STOCK......... 15,107
----------
IRELAND COMMON STOCK - .66%

Bank of Ireland Group.......................... 279,300 1,993
----------
TOTAL IRELAND COMMON STOCK........... 1,993
----------
ITALY - 2.58%

PREFERRED STOCK - .13%

Concessioni E Costruzioni Autostrade........... 350,000 396
----------
TOTAL ITALY PREFERRED STOCK.......... 396
----------
</TABLE>

See accompanying notes
<PAGE> 111
AMR INVESTMENT SERVICES TRUST INTERNATIONAL EQUITY PORTFOLIO
SCHEDULES OF INVESTMENTS
FEBRUARY 29, 1996
(Unaudited)

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------
Shares Value
--------- ----------
(dollars in thousands)
<S> <C> <C>

ITALY COMMON STOCK - 2.45%

Danieli Group Risp............................. 473,960 $ 1,687
Olivetti Ing C, & Co........................... 342,000 203
Sasib, SPA..................................... 400,000 917
STET Risp (non convertible).................... 550,000 1,682
STET Societa Finanziaria Telefonica............ 840,000 1,910
Telecom Italia, SPA............................ 500,000 837
Telecom Italia, SPA Non Convertable Risp....... 100,000 137
----------
TOTAL ITALY COMMON STOCK............. 7,373
----------
TOTAL ITALY ......................... 7,769
----------
JAPAN COMMON STOCK - 12.73%

Aisin Seiki Company, Limited................... 56,000 809
Bridgestone Corporation........................ 54,000 842
Canon, Incorporated............................ 70,000 1,285
Chudenko Corporation........................... 9,000 312
Daibiru Corporation............................ 90,000 1,070
Daicel Chemical................................ 110,000 643
Daikin Industries.............................. 34,000 352
Dainippon Ink & Chemical....................... 57,000 259
Daiwa House Industry Company, Limited.......... 103,000 1,557
East Japan Railway Company..................... 200 1,021
Fuji Photo Film................................ 183,000 5,185
Hitachi Koki Co., Limited...................... 69,000 646
Hitachi, Limited............................... 120,000 1,209
KAO Corporation................................ 110,000 1,381
Kirin Brewery Company, Limited................. 37,000 429
Matsushita Electric Industrial Company......... 93,000 1,486
Nichicon Corporation........................... 72,000 1,000
Nichido Fire & Marine Insurance................ 220,000 1,678
Nintendo Company, Limited..................... 32,000 2,160
Nippon Telegraph & Telephone Corporation....... 118 898
Promise Co. Limited............................ 21,000 915
Ryosan Company................................. 12,000 322
Sekisui Chemical Company, Limited.............. 127,000 1,618
Sony Corporation............................... 41,800 2,448
Stanley Electric Company, Limited.............. 49,000 335
Sumitomo Marine & Fire......................... 115,000 981
Sumitomo Rubber Industries..................... 190,000 1,631
Suzuki Motor Company, Limited.................. 167,000 1,953
TDK Corporation................................ 16,000 806
Toyo Seikan Kaisha............................. 53,000 1,648
Toyota Motor Corporation....................... 65,000 1,404
----------
TOTAL JAPAN COMMON STOCK............. 38,283
----------
</TABLE>

See accompanying notes
<PAGE> 112
AMR INVESTMENT SERVICES TRUST INTERNATIONAL EQUITY PORTFOLIO
SCHEDULES OF INVESTMENTS
FEBRUARY 29, 1996
(Unaudited)

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------
Shares Value
--------- ----------
(dollars in thousands)
<S> <C> <C>

MALAYSIA COMMON STOCK - .44%

Kedah Cement Holdings BHD...................... 350,000 $ 693
Malaysian International Shipping
Corporation BHD............................. 226,666 632
----------
TOTAL MALAYSIA COMMON STOCK.......... 1,325
----------

NETHERLANDS COMMON STOCK - 8.55%

ABN AMRO Holdings NV........................... 80,000 3,719
Aegon NV....................................... 45,000 1,936
Akzo Nobel NV ................................. 34,550 3,844
Fortis Amev NV................................. 29,460 1,966
Hollandsche Beton Groep NV..................... 11,428 1,792
Internationale Nederlanden Groep NV............ 91,766 6,095
Koninklijke Bijenkorf Beheer NV................ 14,000 902
Nedlloyd Groep NV.............................. 12,000 262
Philips Electronics NV......................... 55,000 2,290
Royal PTT Nederland NV......................... 38,468 1,545
Unilever NV.................................... 10,000 1,351
----------
TOTAL NETHERLANDS COMMON STOCK....... 25,702
----------

</TABLE>

<TABLE>
<CAPTION>
Par
Amount
----------
<S> <C> <C>
NEW ZEALAND - 1.02%

BONDS - 0.02%

Brierley Investments, Limited Subordinated
Convertible, 9.00%, Due 6-30-1998........... $ 63 50
----------
TOTAL NEW ZEALAND BONDS.............. 50
----------
</TABLE>

<TABLE>
<CAPTION>
Shares
---------
<S> <C> <C>
COMMON STOCK- 1.00%

Brierley Investments, Limited.................. 1,400,000 1,216
Fisher & Paykel, Limited....................... 11,300 34
Fletcher Challenge, Limited.................... 765,000 1,756
----------
TOTAL NEW ZEALAND COMMON STOCK....... 3,006
----------
TOTAL NEW ZEALAND.................... 3,056
----------
</TABLE>

See accompanying notes
<PAGE> 113
AMR INVESTMENT SERVICES TRUST INTERNATIONAL EQUITY PORTFOLIO
SCHEDULES OF INVESTMENTS
FEBRUARY 29, 1996
(Unaudited)

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------
Shares Value
--------- ----------
(dollars in thousands)
<S> <C> <C>

NORWAY COMMON STOCK- 3.01%

Den Norske Bank, Series A Free................. 506,000 $ 1,645
Hafslund Nycomed, Series B Free................ 99,500 2,659
Kvaerner Industries AS......................... 20,789 666
Norsk Hydro AS................................. 40,000 1,707
Saga Petroleum, Series B Free.................. 100,000 1,117
Unitor AS...................................... 80,000 1,250
----------
TOTAL NORWAY COMMON STOCK............ 9,044
----------
SINGAPORE COMMON STOCK- 0.89%

Hong Kong Land (SGD)........................... 420,000 911
Neptune Orient Lines........................... 300,000 346
Sembawang Corporation.......................... 258,000 1,417
----------
TOTAL SINGAPORE COMMON STOCK......... 2,674
----------
SPAIN COMMON STOCK - 4.68%

Banco Espana Credito SA........................ 7,000 50
Banco Popular Espanol.......................... 5,500 1,002
Banco Santander SA............................. 35,300 1,740
Iberdrola SA................................... 300,357 2,962
Repsol SA...................................... 50,500 1,845
Telefonica de Espana SA........................ 359,000 5,905
Uralita (non-income producing)................. 59,250 570
----------
TOTAL SPAIN COMMON STOCK............. 14,074
----------
SWEDEN COMMON STOCK - 5.19%

Assidomaen AB.................................. 48,000 1,077
Astra AB, "B" Free............................. 48,000 2,197
Celsius Industrier AB, "B"..................... 93,000 2,556
Electrolux AB.................................. 41,000 2,014
Esselte AB, "A" Free........................... 2,000 34
Esselte AB, "B" Free........................... 17,000 297
Foreningsbanken AB (non-income producing)...... 400,000 966
Marieberg Tidnings............................. 29,040 774
Nordbanken AS.................................. 27,500 483
Skandia Forsakrings AB......................... 15,000 351
Skandinaviska Enskilda Banken A................ 95,200 695
SKF AB, "B" Free............................... 50,000 1,096
Sparbanken Sverige AB.......................... 36,000 389
Stora Kopparsbergs Bergslags, "A".............. 21,100 272
Stora Kopparsbergs Bergslags, "B".............. 12,900 166
Svedala Industries, "A" Free................... 40,000 1,234
Svenska Cellulosa, "B" Free.................... 59,000 997
----------
TOTAL SWEDEN COMMON STOCK............ 15,598
----------
</TABLE>

See accompanying notes
<PAGE> 114
AMR INVESTMENT SERVICES TRUST INTERNATIONAL EQUITY PORTFOLIO
SCHEDULES OF INVESTMENTS
FEBRUARY 29, 1996
(Unaudited)

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------
Shares Value
--------- ----------
(dollars in thousands)
<S> <C> <C>

SWITZERLAND COMMON STOCK - 6.90%

BBC AG Series A................................ 1,100 $ 1,318
Ciba-Geigy AG.................................. 5,225 4,669
Forbo Holding AG-R............................. 2,000 844
Gerbrueder Sulzer AG........................... 1,500 976
Nestle SA...................................... 3,700 4,050
Schindler Holdings AG.......................... 300 335
Schindler Holdings AG Warrants................. 300 1
SGS Holding SA (Reg)........................... 4,200 1,559
SIG AG......................................... 1,140 2,568
SGS Holding SA (BR)............................ 240 461
Sulzer, AG..................................... 3,450 2,119
Swiss Reinsurance Company...................... 1,765 1,842
----------
TOTAL SWITZERLAND COMMON STOCK....... 20,742
----------
UNITED KINGDOM COMMON STOCK - 8.36%

Albert Fisher Group, PLC....................... 262,500 179
Argyll Group, PLC.............................. 309,677 1,399
Associated British Foods Group, PLC............ 72,000 436
Barclays, PLC.................................. 27,900 331
Barratt Developments, PLC...................... 280,000 1,080
BAT Industries, PLC............................ 216,000 1,890
Burton Group, PLC.............................. 465,000 949
Commercial Union, PLC.......................... 110,000 1,020
GKN, PLC....................................... 60,000 772
Grand Metropolitan, PLC........................ 149,960 996
Hanson, PLC.................................... 346,000 1,000
Hillsdown Holdings, PLC........................ 526,961 1,384
Kwik Save Group, PLC........................... 138,500 986
London Pacific Group, PLC...................... 130,000 468
National Power, PLC............................ 50,000 369
National Westminster Bank, PLC................. 175,000 1,851
PowerGen, PLC.................................. 127,000 1,048
Reckitt & Colman, PLC.......................... 100,820 1,013
Redland, PLC................................... 85,000 561
Rolls Royce, PLC............................... 128,000 406
Royal Insurance Holdings, PLC.................. 77,536 450
Salvesen, (Christian), PLC..................... 260,000 1,063
Shell Transportation and Trading, PLC.......... 45,000 581
Tesco, PLC..................................... 340,173 1,372
Thames Water Group, PLC........................ 64,800 528
Unilever, PLC.................................. 82,500 1,524
Welsh Water, PLC............................... 75,000 851
WPP Group, PLC................................. 230,000 637
----------
TOTAL UNITED KINGDOM COMMON STOCK.... 25,144
----------
</TABLE>

See accompanying notes
<PAGE> 115
AMR INVESTMENT SERVICES TRUST INTERNATIONAL EQUITY PORTFOLIO
SCHEDULES OF INVESTMENTS
FEBRUARY 29, 1996
(Unaudited)

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------
Shares Value
--------- ----------
(dollars in thousands)
<S> <C> <C>

UNITED STATES - 9.10%

UNITED STATES COMMON STOCK - 2.24%

Dairy Farm International....................... 908,000 $ 885
GP Batteries International Limited............. 137,000 338
GP Batteries Warrants Expires 11/15/2000....... 34,250 25
Jardine Matheson Holdings...................... 386,600 3,093
Jardine Strategic.............................. 700,000 2,380
----------
TOTAL UNITED STATES COMMON STOCK..... 6,721
----------
</TABLE>

<TABLE>
<CAPTION>
Par
Amount
----------
<S> <C> <C>
UNITED STATES GOVERNMENT OBLIGATIONS (Note A) - 6.86%

U. S. Treasury Bill, 4.91%, Due 3-7-1996...... $ 517 517
U. S. Treasury Bill, 4.91%, Due 3-14-1996..... 4,961 4,952
U. S. Treasury Bill, 4.86%, Due 3-28-1996..... 2,922 2,911
U. S. Treasury Bill, 4.87%, Due 4-4-1996...... 3,830 3,812
U. S. Treasury Bill, 4.73%, Due 4-11-1996..... 6,673 6,636
U. S. Treasury Bill, 4.84%, Due 4-18-1996..... 247 245
U. S. Treasury Bill, 4.86%, Due 5-2-1996...... 1,571 1,558
----------
TOTAL UNITED STATES GOVERNMENT
OBLIGATIONS..................... 20,631
----------
TOTAL UNITED STATES.................. 27,352
----------
TOTAL INVESTMENTS - 97.08% (Cost - $248,464).. 291,928
----------
OTHER ASSETS, NET OF LIABILITIES - 2.92%...... 8,777
----------
TOTAL NET ASSETS - 100%....................... $ 300,705
==========
</TABLE>

Based on the cost of investments of $248,605 for federal income tax purposes at
February 29, 1996, the aggregate gross unrealized appreciation was $48,703, the
aggregate gross unrealized depreciation was $5,380, and the net unrealized
appreciation of investments was $43,323.

(A) Rates associated with United States Government Bonds represent yield to
maturity from time of purchase.

ABBREVIATIONS:

AB - Company (Sweden)
AG - Company (Switzerland, Germany)
AGR-Company Registered (Switzerland)
AS - Company (Denmark, Norway)
BHD - Berhard (Malaysia)
BR-Bearer (Switzerland)
CDI-Certificate of Investment (France)

See accompanying notes
<PAGE> 116
AMR INVESTMENT SERVICES TRUST INTERNATIONAL EQUITY PORTFOLIO
SCHEDULES OF INVESTMENTS
FEBRUARY 29, 1996
(Unaudited)

- --------------------------------------------------------------------------------

CG - Company General (France)
NPV - No Par Value (Belgium)
NV - Company (Netherlands)
ORD - Ordinary (Netherlands, France, Australia)
OY - Company (Sweden)
PLC - Public Limited Corporation (UK, Hong Kong)
SA - Company (Switzerland, Spain, Mexico, France, Belgium)
SGD-Singapore Registered (Singapore)
SPA - Company (Italy)

See accompanying notes
<PAGE> 117
AMR INVESTMENT SERVICES TRUST INTERNATIONAL EQUITY PROTFOLIO
INDUSTRY DIVERSIFICATION
FEBRUARY 29, 1996
(Unaudited)

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Percent of
Net Assets
----------
<S> <C>
Basic Industry................................................ 27.48%
Captial Goods................................................. 10.67%
Consumer Goods & Services..................................... 21.46%
Energy........................................................ 4.20%
Financing, Insurance & Real Estate............................ 20.87%
Transportation................................................ 0.87%
Utilities..................................................... 4.62%
Short Term Investments........................................ 6.86%
Other Assets/Liabilities...................................... 2.97%
------
NET ASSETS..................................... 100.00%
------

</TABLE>

<PAGE> 118
AMR INVESTMENT SERVICES TRUST LIMITED-TERM INCOME PORTFOLIO
SCHEDULE OF INVESTMENTS
FEBRUARY 29, 1996
(Unaudited)

Federal Home Loan Mortgage Corporation 1311 H,
7.50%, Due 7/15/2020.................................. $ 5,000 $ 5,095
Federal Home Loan Mortgage Corporation MH-1 A
REMIC, 10.15%, Due 4/15/2006.......................... 234 239
Federal National Mortgage Association, G1992-13 PH,
Due 3/31/2000........................................... 7,400 7,440
Federal National Mortgage Association, 1992-203 EB,
6.25%, Due 6/25/2005.................................. 5,000 5,015
Federal National Mortgage Association, 1993-135 Z,
5.85%, Due 7/25/2005.................................. 18,603 18,510
Federal National Mortgage Association, 1992-131 H,
7.50%, Due 6/25/2021.................................. 15,000 15,278
Federal National Mortgage Association, 1995-W1 A1,
8.40%, Due 4/25/2025.................................. 3,305 3,290
U.S. Treasury Notes, 6.875%,
Due 3/31/2000......................................... 7,000 7,291
----------
TOTAL U.S. GOVERNMENT & AGENCY OBLIGATIONS........... 62,158
----------
CORPORATE OBLIGATIONS - 47.58%

BANK FUNDING - 19.53%
Abbey National First Capital, 8.20%,
Due 10/14/2004, Dated 10/15/1994...................... 5,000 5,475
Banponce Corporation, MTN, 6.71%,
Due 5/16/1997......................................... 7,000 7,078
Capital One Bank, Bank Note, 8.125%,
Due 2/27/1998......................................... 5,000 5,190
Capital One Bank Note, 8.125%,
Due 3/1/2000.......................................... 5,000 5,295
Midland Bank PLC, 7.65%, Due 5/1/2025, Puttable 2007,
Dated 5/10/1995....................................... 5,000 5,296
Southtrust Bank Of Alabama, 5.58%, Due 2/6/2006,
Puttable 2001,Dated 2/6/1996.......................... 7,000 6,856
----------
TOTAL BANK FUNDING................................. 35,190
----------
FOREST PRODUCTS - 8.48%
Carter Holt Harvey, 8.875%, Due 12/1/2004,
Dated 11/28/1994...................................... 7,000 7,902
Noranda Forest Incorporated, 6.875%, Due 11/5/2005,
Dated 11/22/1995...................................... 7,500 7,372
----------
TOTAL FOREST PRODUCTS.............................. 15,274
----------
</TABLE>

See accompanying notes

<PAGE> 119
AMR INVESTMENT SERVICES TRUST LIMITED-TERM INCOME PORTFOLIO
SCHEDULE OF INVESTMENTS
FEBRUARY 29, 1996
(Unaudited)

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
Par
Amount Value
---------- ----------
(dollars in thousands)
<S> <C> <C>
PERSONAL CREDIT - 9.20%
Chrysler Financial Corporation, 12.75%,
Due 11/1/1999......................................... $ 8,000 $ 9,593
Ford Motor Credit, Global Bond, 6.25%,
Due 11/8/2000......................................... 7,000 6,997
----------
TOTAL PERSONAL CREDIT.............................. 16,590
----------
SECURITIES FIRMS - 2.81%
Lehman Brothers, MTN, 6.90%,
Due 7/15/1999......................................... 5,000 5,073
----------
TOTAL SECURITIES FIRMS............................. 5,073
----------
UTILITIES - 7.56%
Great Lakes Power Incorporated, 8.90%, Due 5,000 5,378
12/1/1999.............................................
Hydro-Quebec, 8.05%, Due 7/7/2024, Puttable 2006........ 7,500 8,238
----------
TOTAL UTILITIES.................................... 13,616
----------
TOTAL CORPORATE OBLIGATIONS.......................... 85,743
----------
NON-AGENCY MORTGAGE BACKED OBLIGATIONS - 16.04%

Collateralized Mortgage Obligation Trust,
56 A, 9.00%, Due 5/1/2014............................ 258 266
Residential Funding Securities Corporation,
6.7125%, Due 6/25/2025................................ 6,013 6,044
Resolution Trust Corporation,
1992-MH3 B1, 7.25%, Due 12/15/2011.................... 8,790 8,873
Resolution Trust Corporation,
1992-7 A3, 6.97312%, Due 3/25/2022.................... 3,289 3,264
Resolution Trust Corporation,
1992-6 A3, 6.3616%, Due 1/25/2026..................... 3,199 3,226
Resolution Trust Corporation,
1992-1 A1, 6.3860%, Due 5/25/2028..................... 3,595 3,644
Resolution Trust Corporation,
1992-4 A2, 6.2696%, Due 7/25/2028..................... 3,541 3,579
----------
TOTAL NON-AGENCY MTGE BACKED OBLIGATIONS............. 28,896
----------
</TABLE>

See accompanying notes

<PAGE> 120
AMR INVESTMENT SERVICES TRUST LIMITED-TERM INCOME PORTFOLIO
SCHEDULE OF INVESTMENTS
FEBRUARY 29, 1996
(Unaudited)

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
Par
Amount Value
---------- ----------
(dollars in thousands)
<S> <C> <C>

SHORT-TERM INVESTMENTS (Note A) - 0.80%
Bank Brussels Lambert, Eurodollar TD, 5.625%
Due 3/1/1996.......................................... $ 1,452 $ 1,452

TOTAL SHORT-TERM INVESTMENTS......................... 1,452
----------

TOTAL INVESTMENTS - 98.92% (Cost $179,833).............. 178,249
----------
OTHER ASSETS, NET OF LIABILITIES - 1.08%................ 1,940
----------
TOTAL NET ASSETS - 100%................................. $ 180,189
==========
</TABLE>

Based on the cost of investments of $179,833 for federal income tax purposes at
February 29, 1996, the aggregate gross unrealized appreciation was $587, the
unrealized depreciation was $2,171, and the net unrealized depreciation of
investments was $1,584.

(A) Rates associated with short-term investments represent yield to maturity.

ABBREVIATIONS:
MTN - Medium Term Note
PLC - Public Limited Corporation
REMIC - Real Estate Mortgage Investment Conduit
TD - Time Deposit

See accompanying notes
<PAGE> 121
AMR INVESTMENT SERVICES TRUST MONEY MARKET PORTFOLIO
SCHEDULE OF INVESTMENTS
FEBRUARY 29, 1996
(Unaudited)

Bank Brussells Lambert, 5.625%, Due 3/01/1996................................. $ 171 $ 170
----------
TOTAL EURODOLLAR TIME DEPOSITS........................................... 170
----------
CERTIFICATES OF DEPOSIT (Note A) - 12.55%

YANKEE DOLLAR, FOREIGN BANKS - 10.75%
Banca CRT, S.P.A., Variable Rate Demand, 5.25%, Due 3/10/1997................. 75,000 75,000
Mitsubishi Bank, New York, 5.80%, Due 5/31/1996............................... 35,000 35,000
Postipankki Bank, Limited, New York, Variable Rate Demand, 5.82%, Due 9/5/1996 69,000 69,000
----------
TOTAL YANKEE CERTIFICATES OF DEPOSIT....................................... 179,000
----------
DOMESTIC BANKS - 1.80%
Banco Popular De Puerto Rico, Variable Rate Demand, 5.75%, Due 4/1/1996 (Note 30,000 30,000
----------
TOTAL DOMESTIC BANKS..................................................... 30,000
----------
TOTAL CERTIFICATES OF DEPOSIT.............................................. 209,000
----------
YANKEE BANKERS' ACCEPTANCES (Note A) - 25.71%

Bank of Tokyo, Los Angeles, 5.40%, Due 7/15/1996.............................. 10,500 10,291
Bank of Tokyo, New York, 5.76%, Due 4/15/1996................................. 18,000 17,873
Bank of Tokyo, New York, 5.87%, Due 4/15/1996................................. 10,000 9,928
Bank of Tokyo, New York, 5.75%, Due 4/16/1996................................. 15,000 14,892
Bank of Tokyo, New York, 5.26%, Due 5/17/1996................................. 5,000 4,945
Bank of Tokyo, New York, 5.70%, Due 6/3/1996.................................. 7,000 6,899
Bank of Tokyo, New York, 5.23%, Due 6/17/1996................................. 15,000 14,769
Bank of Tokyo, New York, 5.46%, Due 6/26/1996................................. 10,000 9,827
Bank of Tokyo, New York, 5.14%, Due 8/1/1996.................................. 8,500 8,319
Dai-Ichi Kangyo Bank, Los Angeles, 5.23%, Due 5/20/1996....................... 5,000 4,943
Dai-Ichi Kangyo Bank, Los Angeles, 5.16%, Due 8/7/1996........................ 5,000 4,889
Dai-Ichi Kangyo Bank, New York, 5.94%, Due 3/26/1996.......................... 10,000 9,960
Dai-Ichi Kangyo Bank, New York, 5.76%, Due 4/11/1996.......................... 22,000 21,858
Dai-Ichi Kangyo Bank, New York, 5.825%, Due 4/9/1996.......................... 7,000 6,957
Dai-Ichi Kangyo Bank, New York, 5.89%, Due 4/18/1996.......................... 16,000 15,877
Dai-Ichi Kangyo Bank, New York, 5.30%, Due 4/22/1996.......................... 15,000 14,886
Dai-Ichi Kangyo Bank, New York, 5.30%, Due 4/24/1996.......................... 5,200 5,159
Dai-Ichi Kangyo Bank, New York, 5.26%, Due 5/3/1996........................... 5,000 4,955
Dai-Ichi Kangyo Bank, New York, 5.27%, Due 5/7/1996........................... 9,100 9,012
Dai-Ichi Kangyo Bank, New York, 5.90%, Due 5/15/1996.......................... 5,400 5,335
Industrial Bank of Japan, Los Angeles, 5.30%, Due 4/11/1996................... 5,500 5,467
Industrial Bank of Japan, Los Angeles, 5.23%, Due 5/15/1996................... 6,300 6,232
Industrial Bank of Japan, Los Angeles, 5.35%, Due 5/28/1996................... 47,000 46,393
Industrial Bank of Japan, New York, 5.22%, Due 5/20/1996...................... 5,950 5,882
Industrial Bank of Japan, New York, 5.46%, Due 6/3/1996....................... 8,200 8,085
</TABLE>

See accomanying notes

<PAGE> 122
AMR INVESTMENT SERVICES TRUST MONEY MARKET PORTFOLIO
SCHEDULE OF INVESTMENTS
FEBRUARY 29, 1996
(Unaudited)

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
Par
Amount Value
----------- ----------
(dollars in thousands)
<S> <C> <C>
Industrial Bank of Japan, New York, 5.45%, Due 6/17/1996...................... $ 7,850 $ 7,724
Industrial Bank of Japan, New York, 5.24%, Due 7/15/1996...................... 9,100 8,924
Mitsubishi Bank, New York, 5.79%, Due 5/17/1996............................... 5,000 4,940
Mitsubishi Bank, New York, 5.80%, Due 5/22/1996............................... 20,000 19,743
Mitsubishi Bank, New York, 5.24%, Due 6/5/1996................................ 6,850 6,756
Mitsubishi Bank, New York, 5.45%, Due 6/11/1996............................... 5,000 4,924
Sanwa Bank, Limited, New York, 5.94%, Due 3/22/1996........................... 5,000 4,983
Sanwa Bank, Limited, New York, 6.04%, Due 4/3/1996............................ 5,000 4,973
Sanwa Bank, Limited, New York, 6.05%, Due 5/2/1996............................ 10,000 9,899
Sanwa Bank, Limited, New York, 5.25%, Due 5/7/1996............................ 7,000 6,933
Sanwa Bank, Limited, New York, 5.25%, Due 5/13/1996........................... 5,000 4,947
Sanwa Bank, Limited, New York, 5.24%, Due 5/13/1996........................... 10,000 9,895
Sanwa Bank, Limited, New York, 5.83%, Due 5/17/1996........................... 11,000 10,867
Sanwa Bank, Limited, New York, 5.88%, Due 5/20/1996........................... 2,000 1,975
Sanwa Bank, Limited, New York, 5.23%, Due 5/24/1996........................... 9,000 8,892
Sanwa Bank, Limited, New York, 5.22%, Due 6/10/1996........................... 5,000 4,928
Sanwa Bank, Limited, New York, 5.23%, Due 6/26/1996........................... 26,000 25,566
Sanwa Bank, Limited, New York, 5.18%, Due 8/5/1996............................ 8,000 7,824
----------
TOTAL YANKEE BANKERS' ACCEPTANCES.......................................... 428,326
----------
PROMISSORY NOTES (Note A)- 4.38%

Goldman Sachs Group, L.P., 5.625%, Due 3/12/1996.............................. 60,000 60,000
Goldman Sachs Group, L.P., 5.25%, Due 7/3/1996................................ 13,000 13,000
----------
TOTAL PROMISSORY NOTES..................................................... 73,000
----------
COMMERCIAL PAPER (Note A) - 6.28%

Chrysler Financial Corporation, 5.25%, Due 5/31/1996.......................... 106,000 104,612
----------
TOTAL COMMERCIAL PAPER..................................................... 104,612
----------
VARIABLE RATE MEDIUM-TERM NOTES (Note A) - 43.54%

American Honda Finance Corporation, 5.50%, Due 1/27/1997...................... 70,000 69,981
American Honda Finance Corporation, 5.34%, Due 2/7/1997....................... 10,000 10,000
American Honda Finance Corporation, 5.31%, Due 3/14/1997...................... 20,000 20,000
Bank of Boston, 5.41%, Due 1/24/1997.......................................... 50,000 50,000
Bank of Boston, 5.52%, Due 1/24/1997.......................................... 15,000 15,000
Bank of Boston, 5.52%, Due 1/29/1997.......................................... 5,000 5,000
BanPonce Corporation, 6.26%, Due 11/25/1996................................... 5,000 5,013
BanPonce Corporation, 6.31%, Due 1/7/1997..................................... 10,000 10,033
BanPonce Corporation, 6.13%, Due 2/3/1997..................................... 40,000 40,070
Bear Stearns Companies, 5.68%, Due 1/17/1997.................................. 60,000 60,000
Bear Stearns Companies, 5.31%, Due 3/5/1997................................... 15,000 15,000
Bear Stearns Companies, 5.30%, Due 3/11/1997.................................. 25,000 25,000
CS First Boston, Incorporated, 5.27%, Due 3/11/1996........................... 42,000 42,000
</TABLE>

See accomanying notes

<PAGE> 123
AMR INVESTMENT SERVICES TRUST MONEY MARKET PORTFOLIO
SCHEDULE OF INVESTMENTS
FEBRUARY 29, 1996
(Unaudited)

Old Kent Bank & Trust Company, Grand Rapids, Variable Rate, 5.62%,
Due 4/4/199................................................................. 20,000 20,000
----------
TOTAL BANK NOTES........................................................... 20,000
----------
MASTER NOTES (Note A) - 9.78%

Heller Financial, Incorporated, 5.81%, Due 12/20/1996......................... 65,000 65,000
Heller Financial, Incorpoarted, 5.60%, Due 1/27/1997.......................... 10,000 10,000
Heller Financial, Incorporated, 5.38%, Due 3/11/1997.......................... 25,000 25,000
Lehman Brothers Holdings Incorporated, 6.06%, Due 5/31/1996.................. 63,000 63,000
----------
TOTAL MASTER NOTES......................................................... 163,000
----------

TOTAL INVESTMENTS - 103.45% (Cost $1,723,268)................................. 1,723,268
----------

LIABILITIES, NET OF OTHER ASSETS - (3.45%)................................... (57,444)
----------

TOTAL NET ASSETS - 100%....................................................... $1,665,824
==========
</TABLE>

Based on the cost of investments of $1,723,268 for federal income tax purposes
at February 29, 1996, there was no unrealized appreciation or depreciation of
investments.

(A) Rates associated with money market securities represent yield to maturity
or yield to next reset date.
(B) Obligation is subject to a same day credit quality put back to issuer.
(C) Obligation is subject to an unconditional put back to the issuer with
seven calendar days notice.

ABBREVIATION:
L.P. - Limited Partnership

See accomanying notes
<PAGE> 124
AMR INVESTMENT SERVICES TRUST MUNICIPAL MONEY MARKET PORTFOLIO
SCHEDULE OF INVESTMENTS
FEBRUARY 29, 1996
(Unaudited)

Alaska Industrial Development Authority Revenue Bonds (Providence
Medical Office Bldg. Assoc. Project) Series 1985, 3.30%, Due
6/1/2010, LOC Kredietbank N.V., VRDO............................................... $ 685 $ 685
----------
TOTAL ALASKA.................................................................... 685
----------
ARIZONA - 3.71%

Industrial Development Authority Of Apache County Arizona Series
1985A (Tucson Electric Power Co.-Springerville Project), 3.15%,
Due 12/1/2020, LOC Barclays Bank, PLC VRDO......................................... 500 500

Industrial Development Authority Of Pima County Arizona Series 1988
(Tuscon Retirement Center Project), 3.15%, Due 1/1/2009, LOC
Swiss Bank Corporation, VRDO....................................................... 1,200 1,200

Industrial Development Authority Of Pima County Arizona Series
1982A (Tucson Electric Power Co. Gen. Project), 3.20%, Due
7/1/2022, LOC Bank of America NT & SA, VRDO........................................ 900 900
----------
TOTAL ARIZONA................................................................... 2,600
----------
ARKANSAS - 2.14%

Arkansas Development Finance Authority (Higher Education Capital
Asset Program) Series 1985A, 3.25%, Due 12/1/2015, Bond
Insurance-Federal Guarantee Insurance Company (FGIC), VRDO... 100 100
City Of Crosset Arkansas Pollution Control Revenue Bonds
(Georgia-Pacific Corp. Project) Series 1984, 3.25%, Due 10/1/2007,
LOC Toronto Dominion Bank, VRDO.................................................... 200 200
Little River County Arkansas Solid Waste Disposal Revenue Bonds
(Georgia-Pacific Corp. Project) Series 1991, 3.80%, Due 11/1/2026,
LOC Sumitomo Bank, Limited, VRDO................................................... 1,200 1,200
----------
TOTAL ARKANSAS.................................................................. 1,500
----------
CALIFORNIA - 5.06%

California Pollution Control Financing Authority Series 1983
(Southdown, Inc. Project), 3.35%, Due 2/15/1998, LOC Societe
Generale, VRDO..................................................................... 400 400
California Pollution Control Financing Authority Series 1983C
(Southdown, Inc. Project), 3.35%, Due 4/15/1998, LOC Societe
Generale, VRDO..................................................................... 300 300

</TABLE>

See accompanying notes

<PAGE> 125
AMR INVESTMENT SERVICES TRUST MUNICIPAL MONEY MARKET PORTFOLIO
SCHEDULE OF INVESTMENTS
FEBRUARY 29, 1996
(Unaudited)

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
Par
Amount Value
---------- ----------
(dollars in thousands)
<S> <C> <C>
California Statewide Communities Development Authority Series
1995C (Setton Properties, Inc. Project) 3.40%, Due 10/1/2010, LOC
Wells Fargo Bank N.A., VRDO........................................................ $ 750 $ 750
County Of Sacramento California Revenue Bonds Series 1985A,
3.45%, Due 4/15/2007, LOC Dai-Ichi Kangyo Bank Limited, VRDO....................... 200 200
County Of Sacramento California Revenue Bonds Series 1985B,
3.45%, Due 4/15/2007, LOC Dai-Ichi Kangyo Bank Limited, VRDO....................... 100 100
Los Angeles County Housing Authority (Sand Canyon
Villas Project) Series 1989A, 3.60%, Due 11/1/2009,
LOC Industrial Bank of Japan Limited, VRDO........................................ 1,000 1,000
Los Angeles County Industrial Development Authority (Bicara,
Limited Project) Series 1987A-II, 3.75%, Due 12/1/2007, LOC Dai-Ichi
Kangyo Bank Limited, VRDO.......................................................... 450 450
Los Angeles County Industrial Development Authority (Gary A. Bandy)
3.75%, Due 12/1/2007, LOC Dai- Ichi Kangyo Bank Limited, VRDO ..................... 345 345
----------
TOTAL CALIFORNIA................................................................ 3,545
----------
COLORADO - 3.83%

Adams County Colorado Industrial Development Revenue Bonds
Series 1985, City View Park Project) Series 1985, 3.30%, Due
12/1/2015, LOC Barclays Bank, PLC, VRDO............................................ 1,100 1,100
City Of Englewood Colorado Multi-Family Housing Revenue Bonds
(The Marks Apartments) Series 1985B, 3.25%, Due 12/15/1997,
LOC Citibank, VRDO................................................................. 1,580 1,580
----------
TOTAL COLORADO.................................................................. 2,680
----------
CONNECTICUT - 2.00%

Connecticut Development Authority Solid Waste Disposal Facility
Revenue Bonds (Exeter Energy Project) Series 1989A, 3.45%, Due
12/1/2019, LOC Sanwa Bank Limited, VRDO............................................ 200 200
State Of Connecticut Unemployment Revenue Bond (Connecticut
Unemployment Revenue Bonds "CURB") Series 1993B, 3.50%, Due
11/1/2001, LOC Mitsubishi Bank Limited, VRDO...................................... 1,200 1,200
----------
TOTAL CONNECTICUT............................................................... 1,400
----------
FLORIDA - 5.14%

City Of Naples Florida Hospital Revenue Bonds (Naples Community
Hospital, Inc. Project) Series 1992, 3.45%, Due 11/1/2022, LOC
Mellon Bank N.A., VRDO............................................................. 100 100
Dade County, Florida Health Facilities Authority (Miami Children's
Hospital Project) Series 1990, 3.55%, Due 9/1/2020, LOC Barnett
Bank of South Florida, VRDO........................................................ 500 500
</TABLE>

See accompanying notes

<PAGE> 126
AMR INVESTMENT SERVICES TRUST MUNICIPAL MONEY MARKET PORTFOLIO
SCHEDULE OF INVESTMENTS
FEBRUARY 29, 1996
(Unaudited)

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
Par
Amount Value
---------- ----------
(dollars in thousands)
<S> <C> <C>
Dade County, Florida Capital Asset Aquisition Special Obligation
Bonds Series 1990, 3.75%, Due 10/1/2010, LOC Sanwa Bank
Limited, VRDO...................................................................... $ 400 $ 400
Indian River Florida Hospital District Hospital Revenue Bonds Series
1985, 3.30%, Due 10/1/2015, LOC Kredietbank N.V., VRDO............................. 100 100
St Johns County, Florida Hospital Revenue Bonds (Flagler Hospital,
Inc. Project) Series 1986A, 3.25%, Due 8/1/2016, LOC Kredietbank
N.V., VRDO......................................................................... 2,500 2,500
----------
TOTAL FLORIDA................................................................... 3,600
----------
GEORGIA - 11.44%

Clayton County Georgia Housing Authority (Huntington Woods
Apartment Project) Series 1990A, 3.25%, Due 1/1/2021, Bond
Insurance- Financial Security Assurance, Inc. (FSA), VRDO ......................... 1,610 1,610
College Park Georgia Business & Industrial Development Authority
(Marriott Corporation Project) Series 1985, 3.55%, Due 8/1/2015,
LOC Bank of Nova Scotia, VRDO...................................................... 900 900
Industrial Development Authority Of Cartersville (Sekisui Jushi
America, Inc. Project) Series 1992, 3.90%, Due 6/1/2012, LOC
Sanwa Bank Limited, VRDO........................................................... 1,100 1,100
Gainesville Redevelopment Authority (Hotel of Gainesville Assoc.
Project) Series 1986, 3.40%, Due 12/1/2007, LOC SunTrust Bank,
Atlanta, VRDO...................................................................... 900 900
Thomaston-Upson County Industrial Development
Revenue Authority (Yamaha Music Manufacturing Inc.) Series 1988,
3.90%, Due 8/1/2018, LOC Bank of Tokyo Limited, VRDO............................... 3,500 3,500
----------
TOTAL GEORGIA................................................................... 8,010
----------
HAWAII - 0.72%

Hawaii Housing Finance & Development Corporation Rental
Housing System Revenue Bonds Series 1990B, 3.55%,
Due 7/1/2025, LOC Industrial Bank of Japan Limited, VRDO........................... 500 500
----------
TOTAL HAWAII.................................................................... 500
----------
ILLINOIS - 4.65%

Illinois Development Finance Authority (Illinois Power Project) Series
1987D, 3.55%, Due 3/1/2017, LOC Mitsubishi Bank Limited, VRDO...................... 900 900
Illinois Educational Facilities Authority (The Art Institute of Chicago)
Series 1987 - 3.55%, Due 3/1/27, LOC Mitsubishi Bank Limited,
VRDO............................................................................... 350 350
Illinois Housing Development Authority Multi-Family Mortgage -
Revenue Bonds (Hyde Park Project) Series 1989 3.80%, Due
2/1/2024, LOC Sumitomo Bank, Limited, VRDO......................................... 575 575
</TABLE>

See accompanying notes

<PAGE> 127
AMR INVESTMENT SERVICES TRUST MUNICIPAL MONEY MARKET PORTFOLIO
SCHEDULE OF INVESTMENTS
FEBRUARY 29, 1996
(Unaudited)

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
Par
Amount Value
---------- ----------
(dollars in thousands)
<S> <C> <C>
Illinois State Toll Highway Authority Revenue Bonds Series 1993B,
3.05%, Due 1/1/2010, Bond Insurance-Municipal Bond Investors
Assurance Corporation (MBIA), VRDO................................................. $ 1,000 $ 1,000
Oswego Illionois Industrial Development Revenue Bonds (Griffith
Laboratories Worl Wide, Inc. Project) Series 1995, 3.45%, Due
7/1/2025, LOC ABN/AMRO BANK, VRDO.................................................. 430 430
----------
TOTAL ILLINOIS.................................................................. 3,255
----------
INDIANA - 5.22%

Fort Wayne Industrial Economic Development Revenue Bonds
(ND-Tech Corporation Project) Series 1989, 3.40%, Due 7/1/2009,
LOC Societe Generale, VRDO......................................................... 600 600
Indianapolis, Indiana Resource Recovery Revenue Bonds (Ogden
Martin System) Series 1987, 3.55%, Due 12/1/2016, LOC Swiss
Bank Corporation, VRDO............................................................. 800 800
Princeton Industrial Development Revenue Bonds (Orion Electric
America, Inc. Project) Series 1987, 3.55%, Due 4/30/2017, LOC
Mitsubishi Bank, Limited, VRDO..................................................... 455 455
Seymour Economic Development Revenue Bonds (Kobelco Metal
Powder Of America, Inc. Project) Series 1987, 3.90%, Due
12/15/1997, LOC Industrial Bank of Japan Limited, VRDO............................. 600 600
Shelbyville, Kentucky Economic Development Revenue Bonds
(Nippinsun Indiana Corp. Project) Series 1991, 3.80%,
Due 9/1/2006, LOC Industrial Bank of Japan Limited, VRDO........................... 1,200 1,200
----------
TOTAL INDIANA................................................................... 3,655
----------
IOWA - 0.29%

Polk County Iowa Hospital Equipment & Improvement Revenue Bonds
Series 1985A, 3.25%, Due 12/1/2005, Bond Insurance-Municipal
Bond Investors Assurance Corporation (MBIA), VRDO.................................. 200 200
----------
TOTAL IOWA...................................................................... 200
----------
KENTUCKY - 4.43%

Bowling Green Industrial Building Revenue Bonds (TWN Fastener,
Inc. Project) Series 1988, 3.90%, Due 3/1/2008, LOC Industrial
Bank of Japan Limited, VRDO ....................................................... 900 900
Georgetown Kentucky Public Project Revenue Bond Series 1986,
3.75%, Due 12/1/2006, LOC Bank of Tokyo Limited, VRDO.............................. 600 600
Hopkinsville Industrial Development Revenue Bonds (American
Precision Machinery Inc., Project) Series 1990, 3.40%, Due 5/1/2000, LOC
Mitsubish Bank, Limited, VRDO...................................................... 1,400 1,400
Hopkinsville Kentucky Industrial Building Revenue Refunding Bonds
(Co Par, Inc. Project) Series 1994A, 3.80%, Due 4/1/2004, LOC
Dai-Ichi Kangyo Bank Limited, VRDO................................................. 100 100
</TABLE>

See accompanying notes

<PAGE> 128
AMR INVESTMENT SERVICES TRUST MUNICIPAL MONEY MARKET PORTFOLIO
SCHEDULE OF INVESTMENTS
FEBRUARY 29, 1996
(Unaudited)

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
Par
Amount Value
---------- ----------
(dollars in thousands)
<S> <C> <C>
Shelbyville, Kentucky Industrial Building Revenue Bonds (Ichikoh
Manufacturing, Inc. Project) Series 1987, 3.90%, Due,10/1/1997 LOC
Industrial Bank of Japan, VRDO..................................................... $ 100 $ 100
----------
TOTAL KENTUCKY.................................................................. 3,100
----------
LOUISIANA - 4.75%

Jefferson Parish, Louisiana Hospital District No.7 (West Jefferson
Medical Center) Series 1986 , 3.65%, 1/1/2026, LOC Citibank,
VRDO............................................................................... 115 115
Louisiana Public Facilities Authority Hospital Revenue Bonds (Willis
Knighton Medical Center Project), Series 1995, 3.25%, Due 9/1/2025,
Bond Insurance-AMBAC Indemnity Corporation, VRDO................................... 1,000 1,000
Louisiana Public Facilities Authority Capital Facilities Revenue Bonds
Series 1985A, 3.75%, Due 12/1/2005, LOC Sumitomo Bank, Limited,
VRDO............................................................................... 1,210 1,210
Louisiana Public Facilities College & University Equipment And Capital
Facilities Revenue Bonds Series 1985A, 3.25%, Due 9/1/2010, Bond
Insurance-Financial Guaranty Insurance Company (FGIC), VRDO........................ 500 500
Parish of Desoto, Louisiana Pollution Control Revenue Refunding
Bonds (Central Louisiana Electric Company, Inc. Project) Series
1991B, 3.25%, Due 7/1/2018, LOC Swiss Bank, Corporation, VRDO... 500 500
----------
TOTAL LOUISIANA................................................................. 3,325
----------
MARYLAND - 2.57%

Baltimore County Maryland Hospital Revenue Bonds (Sheppard And
Enoch Pratt Hospital Facility Project Series 1992), 3.25%, Due
7/1/2021, LOC Societe Generale, VRDO............................................... 1,800 1,800
----------
TOTAL MARYLAND.................................................................. 1,800
----------
MICHIGAN - 2.86%

Township of Bruce Michigan Hospital Finance Authority Revenue
Bonds, (Sisters Of Charity Health Care System-St Joseph Project)
Series 1988A, 3.20%, Due 5/1/2018, Bond Insurance-Municipal Bond
Investors Assurance Corporation (MBIA), VRDO....................................... 100 100
City Of Detroit Michigan Tax Increment Finance Authority (Central
Industrial Park Project) Series 1984A, 3.25%, Due 10/1/2010, LOC
Citibank, VRDO..................................................................... 1,300 1,300
Economic Development Corporation of the Township of Clinton
(Sisters Of Charity-St Joseph's Elder Care Project), Series 1988A,
3.20%, Due 5/1/2013, Bond Insurance-Municipal Bond Investors
Assurance Corporation (MBIA), VRDO................................................. 400 400
Kent Hospital Finance Authority (Butterworth Hospital Project) Series
1991A, 3.50%, Due 1/15/2020, LOC Sanwa Bank Limited,
VRDO............................................................................... 200 200
----------
</TABLE>

See accompanying notes

<PAGE> 129
AMR INVESTMENT SERVICES TRUST MUNICIPAL MONEY MARKET PORTFOLIO
SCHEDULE OF INVESTMENTS
FEBRUARY 29, 1996
(Unaudited)

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
Par
Amount Value
---------- ----------
(dollars in thousands)
<S> <C> <C>
TOTAL MICHIGAN.................................................................. $ 2,000
----------
MINNESOTA - 3.57%

St Paul, Minnesota Housing And Redevelopment Authority District
Heating Revenue Bonds Series 1982A, 3.40%, Due 12/1/2012, LOC
Sumitomo Bank Limited, VRDO........................................................ $ 2,500 2,500
----------
TOTAL MINNESOTA................................................................. 2,500
----------
MISSOURI - 2.00%

Missouri Higher Education Loan Authority Revenue Bonds Series
1988A, 3.40%, Due 6/1/2017, LOC National Westminster Bank PLC,
VRDO............................................................................... 1,400 1,400
----------
TOTAL MISSOURI.................................................................. 1,400
----------
NEBRASKA - 2.43%

Buffalo County, Nebraska Hospital Authority (Sisters Of Charity -
Richard H. Young Memorial Hospital Project) Series 1988A, 3.20%,
Due 5/1/2018, Bond Insurance-Municipal Bond Investors Assurance
Corporation (MBIA), VRDO........................................................... 100 100
Lancaster County, Nebraska Industrial Revenue Bonds (Sun-Husker
Foods, Incorporated Project) Series 1989, 3.90%, Due 8/15/2009,
LOC Bank of Tokyo Limited, VRDO.................................................... 900 900
Lancaster County, Nebraska Hospital Authority Revenue Bonds (St.
Elizabeth Community Hospital Project) Series 1988A, 3.20%, Due
5/1/2000, Bond Insurance-Municipal Bond Investors Assurance
Corporation (MBIA), VRDO........................................................... 700 700
----------
TOTAL NEBRASKA.................................................................. 1,700
----------
NEW JERSEY - 0.29%

New Jersey Economic Development Authority (Burham Castrol, Inc.
Project Series 1985), 3.05%, Due 8/1/2005, LOC Barclays Bank, PLC,
VRDO............................................................................... 200 200
----------
TOTAL NEW JERSEY................................................................ 200
----------
NEW YORK - 2.14%

City Of New York General Obligation Bonds Series 1994B-2, 3.40%,
Due 8/15/2018, LOC Dai-Ichi Kangyo Bank Limited, VRDO.............................. 1,000 1,000
City of New York General Obligation Bonds, Series 1994B-2, 3.40%,
Due 8/15/2019, LOC Dai-Ichi Kangyo Bank Limited, VRDO.............................. 500 500
----------
</TABLE>

See accompanying notes

<PAGE> 130
AMR INVESTMENT SERVICES TRUST MUNICIPAL MONEY MARKET PORTFOLIO
SCHEDULE OF INVESTMENTS
FEBRUARY 29, 1996
(Unaudited)

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
Par
Amount Value
---------- ----------
(dollars in thousands)
<S> <C> <C>
TOTAL NEW YORK.................................................................. $ 1,500
----------
PENNSYLVANIA - 2.71%

Gettysburg Area Industrial Development Authority Industrial
Development Refunding Bonds (Dal-Tile Corporation) Series 1987B,
3.45%, Due 3/1/2004, LOC Credit Suisse, VRDO...................................... $ 800 800
Northumberland County Industrial Development Authority Resource
Recovery Revenue Bonds (Foster Wheeler Mt. Carmel, Inc. Project)
Series 1987B, 3.40%, Due 2/1/2010, LOC Union Bank of Switzerland,
VRDO............................................................................... 600 600
Northumberland County Industrial Development Authority Resource
Recovery Revenue Bonds (Foster Wheeler Mt. Carmel, Inc. Project)
Series 1987A, 3.40%, Due 2/1/2010, LOC Union Bank of Switzerland,
VRDO .............................................................................. 500 500
----------
TOTAL PENNSYLVANIA.............................................................. 1,900
----------
SOUTH CAROLINA - 1.71%

Florence County, South Carolina Hospital Revenue Bonds (McLeod
Regional Medical Center Project) Series 1985A, 3.30%,
Due 11/1/2015, Bond Insurance-Financial Guaranty
Insurance Company (FGIC), VRDO..................................................... 1,200 1,200
----------
TOTAL SOUTH CAROLINA............................................................ 1,200
----------
TENNESSEE - 1.14%

Blount County Industrial Development Revenue Bonds (Advanced
Crystal Technology, Inc. Project) Series 1988, 3.90%, Due 8/1/2008,
LOC Industrial Bank of Japan Limited, VRDO......................................... 500 500
Covington Tennessee Industrial Development Board Industrial
Development Revenue Bonds (Charms Co. Project) Series 1992,
3.30%, Due 6/1/2027, LOC Societe Generale, VRDO.................................... 300 300
----------
TOTAL TENNESSEE................................................................. 800
----------
TEXAS - 1.00%

Harris County Industrial Development Revenue Bonds (Zeon
Chemicals Project) Series 1989, 3.90%, Due 2/1/2009,
LOC Industrial Bank of Japan Limited, VRDO......................................... 600 600
Harris County, Texas Industrial Development Revenue Bonds (Chusei
"USA"Project), Project 1991C 3.80%, Due 8/1/2001, LOC Bank of
Tokyo Limited, VRDO................................................................ 100 100
----------
TOTAL TEXAS..................................................................... 700
----------
</TABLE>

See accompanying notes

<PAGE> 131
AMR INVESTMENT SERVICES TRUST MUNICIPAL MONEY MARKET PORTFOLIO
SCHEDULE OF INVESTMENTS
FEBRUARY 29, 1996
(Unaudited)

State Board Of Regents Utah Student Loan Revenue Bonds Series
1988C, 3.40%, Due 11/1/2013, Bond Insurance-AMBAC Indemnity
Corporation, VRDO.................................................................. $ 1,000 $ 1,000
----------
TOTAL UTAH...................................................................... 1,000
----------
VIRGINIA - 0.72%

Alexandria Industrial Development Authority Resource Recovery
Revenue Bonds (Alexandria/Arlington Waste-to-Energy Facility)
Series 1986A, 3.55%, Due 12/1/2016, LOC Swiss Bank Corporation,
VRDO............................................................................... 300 300
Virginia Housing Development Authority Series 1987A, 3.35%,
Due 9/1/2017, LOC Mitsubishi Bank Limited, VRDO.................................... 200 200
----------
TOTAL VIRGINIA.................................................................. 500
----------
WASHINGTON - 9.36%

Port Of Angeles Industrial Development Corporation
Revenue Bonds Series 1992B, 3.90%, Due 12/1/2007, LOC
Industrial Bank of Japan Limited, VRDO............................................. 200 200
Port Angeles Industrial Development Corporation (Daishowa
America Project) Series 1992, 3.90%, Due 8/1/2007, LOC
Industrial Bank of Japan Limited, VRDO............................................. 200 200
Port Everett Revenue Bonds Series 1986, 3.90%, Due 12/1/2006,
LOC Sumitomo Bank, Limited, VRDO................................................... 1,200 1,200
Port Of Kalama Washington Public Corporation Port Facility Revenue
Bonds (Conagra Inc.) Project Series 1983, 3.15%, Due 1/1/2004, LOC
Morgan Guaranty Trust Company, VRDO................................................ 150 150
Washington Student Loan Finance Association Revenue Bonds Series
1987A, 3.65%, Due 12/1/2002, LOC Sanwa Bank Limited, VRDO.......................... 2,400 2,400
Washington Student Loan Finance Association Revenue Bonds Series
1987B, 3.65%, Due 12/1/2002, LOC Sanwa Bank Limited, VRDO.......................... 1,000 1,000
Washington State Public Power Supply Series 3A-1, 3.20%, Due
7/1/2018, LOC Bank of America NT & SA, VRDO........................................ 1,400 1,400
----------
TOTAL WASHINGTON................................................................ 6,550
----------
WEST VIRGINIA - 1.59%

Marion County, West Virginia Solid Waste Disposal
Facility (Grant Town Cogeneration Project) Series 1990B, 3.40%,
Due 10/1/2017, LOC National Westminster Bank PLC, VRDO............................. 1,150 115
Marion County, West Virginia Solid Waste Disposal
Facility (Grant Town Cogeneration Project) Series 1990C, 3.40%,
Due 10/1/2017, LOC National Westminster Bank, PLC, VRDO............................ 1,000 1,000
----------
</TABLE>

See accompanying notes

<PAGE> 132
AMR INVESTMENT SERVICES TRUST MUNICIPAL MONEY MARKET PORTFOLIO
SCHEDULE OF INVESTMENTS
FEBRUARY 29, 1996
(Unaudited)

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
Par
Amount Value
---------- ----------
(dollars in thousands)
<S> <C> <C>
TOTAL WEST VIRGINIA............................................................. $ 1,115
----------
WYOMING - 0.43%

Platte County Pollution Control Revenue Bonds (Tri- State
Generation And Transmission Association, Inc. Project) Series
1984A, 3.45%, Due 7/1/2014, LOC Societe Generale, VRDO............................. $ 300 300
----------
TOTAL WYOMING................................................................... 300
----------
TOTAL MUNICIPAL BONDS............................................................. 63,220
----------
MUNICIPAL COMMERCIAL PAPER (Note A) - 2.50%

Carbon County Industrial Development Authority Resource Recovery
Bonds (Panther Creek Project) Series 1991A, 3.55%, Due
4/10/1996, LOC National Westminster Bank, PLC...................................... 750 750
Indiana Development Financial Authority (Pure Air on the Lake
Partnership) Series 1990A, 3.70%, Due 4/10/1996, LOC Fuji Bank
Limited,........................................................................... 1,000 1,000
----------
TOTAL MUNICIPAL COMMERCIAL PAPER................................................ 1,750
----------
OTHER INVESTMENTS - 5.46%

Lehman Municipal Money Market Fund................................................... 3,235 3,235
Provident Institutional Municipal Cash Fund.......................................... 588 588
----------
TOTAL OTHER INVESTMENTS......................................................... 3,823
----------

TOTAL INVESTMENTS (Cost $68,793) - 98.27%............................................ 68,793
----------

OTHER ASSETS, NET OF LIABILITIES - 1.73%............................................. 1,214
----------

TOTAL NET ASSETS - 100%.............................................................. $ 70,007
==========
</TABLE>

Based on the cost of investments of $68,793 for federal income tax purposes at
February 29, 1996, there was no unrealized appreciation or depreciation of
investments.

(A) Rates associated with money market securities represent yield to maturity
or yield to next reset date.

ABBREVIATIONS:
LOC - Letter of Credit
VRDO - Variable Rate Demand Obligation

See accompanying notes
<PAGE> 133
AMR INVESTMENT SERVICES TRUST US TREASURY MONEY MARKET PORTFOLIO
SCHEDULES OF INVESTMENTS
FEBRUARY 29, 1996
(Unaudited)

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
Par
Amount Value
----------- ---------
(dollars in thousands)
<S> <C> <C>
REPURCHASE AGREEMENTS (Note A) - 100.04%

CS First Boston Corporation, 5.40%, Dated 2/29/1996,
Due 3/1/1996 with a maturing value
of $50,008. (Collateralized by $84,617 U.S.
Treasury Strips, due 5/15/2004, market value -
$51,106)................................................................. $ 50,000 $ 50,000
J. P. Morgan Securities, Inc., 5.40%, Dated
2/29/1996, Due 3/1/1996 with a maturing value
of $54,762. (Collateralized by $56,272 U.S.
Treasury Bills, due 4/18/1996, market value -
$55,886)................................................................. 54,753 54,753
Sanwa UST Repo, 5.40%, Dated 2/29/1996,
Due 3/1/1996 with a maturing value
of $25,004. (Collateralized by $16,915 U.S.
Treasury Notes, due 2/15/2015, market value -
$25,512)................................................................. 25,000 25,000
---------
TOTAL REPURCHASE AGREEMENTS........................................... 129,753
---------
UNITED STATES TREASURY BILLS - 26.33%

U.S. Treasury Bills, 4.97%, Due 9/5/1996................................... 35,000 34,143
---------
TOTAL UNITED STATES TREASURY BILLS.................................... 34,143
---------

TOTAL INVESTMENTS - 126.37% (Cost - $163,896).............................. 163,896
---------

LIABILITIES, NET OF OTHER ASSETS - (26.37%)................................ (34,200)
---------

TOTAL NET ASSETS - 100%.................................................... $ 129,696
=========
</TABLE>

Based on the cost of investments of $163,896 for federal income tax purposes at
February 29, 1996, there was no unrealized appreciation or depreciation of
investments. (A) Rates associated with money market securities represent yield
to maturity.

See accompanying notes
<PAGE> 134
AMR INVESTMENT SERVICES TRUST
STATEMENTS OF ASSETS AND LIABILITIES
FEBRUARY 29, 1996
(UNAUDITED)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Growth and International Limited-Term
Balanced Income Equity Income
Portfolio Portfolio Portfolio Portfolio
------------ ------------ ------------ ------------
(in thousands)
<S> <C> <C> <C> <C>
ASSETS:
Investments in securities at value
(cost - $724,733; $722,851; $248,464;
$179,833, respectively) .................. $ 872,710 $ 934,133 $ 291,928 $ 178,249
Cash, including foreign currency............. - 8 11,948 -
Unrealized appreciation on foreign
currency contracts........................ - - 683 -
Dividends and interest receivable............ 5,974 2,930 235 2,269
Reclaims receivable.......................... - - 254 -
Receivable for investments sold.............. 2,746 1,623 3,326 -
Deferred organization costs.................. 40 40 40 40
------------ ------------ ------------ ------------

Total assets.................................... 881,470 938,734 308,414 180,558
------------ ------------ ------------ ------------

LIABILITIES:
Payable for investments purchased............ 994 66 5,306 -
Payable for portfolio redemptions............ 22,434 692 1,265 78
Unrealized depreciation on foreign
currency contracts......................... - - - -
Management and investment advisory
fees payable (Note 2)..................... 487 459 411 153
Accrued organization costs................... 43 43 43 43
Other liabilities............................ 367 280 684 95
------------ ------------ ------------ ------------

Total liabilities............................... 24,325 1,540 7,709 369
------------ ------------ ------------ ------------

Net assets applicable to investors'
beneficial interests......................... $ 857,145 $ 937,194 $ 300,705 $ 180,189
============ ============ ============ ============
</TABLE>

See accompanying notes
<PAGE> 135

AMR INVESTMENT SERVICES TRUST
STATEMENTS OF ASSETS AND LIABILITIES
FEBRUARY 29, 1996
(UNAUDITED)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Money Municipal U.S. Treasury
Market Money Market Money Market
Portfolio Portfolio Portfolio
------------ ------------ ------------
(in thousands)
<S> <C> <C> <C>
ASSETS:
Investments in securities at value
(cost - $1,723,268; $68,793;
$163,896, respectively) *................. $ 1,723,268 $ 68,793 $ 163,896
Cash......................................... - - 6
Dividends and interest receivable............ 9,976 251 19
Receivable for investments sold.............. - 1,000 -
Deferred organization costs.................. 40 40 40
------------ ------------ ------------

Total assets.................................... 1,733,284 70,084 163,961
------------ ------------ ------------

Liabilities:
Payable for investments purchased............ 66,393 - 34,143
Management and investment advisory
fees payable (Note 2)..................... 707 - 37
Accrued organization costs................... 43 43 43
Other liabilities............................ 317 34 42
------------ ------------ ------------

Total liabilities............................... 67,460 77 34,265
------------ ------------ ------------

Net assets applicable to investors'
beneficial interests......................... $ 1,665,824 $ 70,007 $ 129,696
============ ============ ============
</TABLE>

* Includes repurchase agreements of $129,753 for the U.S. Treasury Money
Market Portfolio.

See accompanying notes
<PAGE> 136
AMR INVESTMENT SERVICES TRUST
STATEMENTS OF OPERATIONS
PERIOD FROM NOVEMBER 1, 1995 THROUGH FEBRUARY 29, 1996
(UNAUDITED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

Growth and International Limited-Term
Balanced Income Equity Income
Portfolio Portfolio Portfolio Portfolio
------------ ------------ ------------ ------------
(in thousands)
<S> <C> <C> <C> <C>
INVESTMENT INCOME:
Interest income................................... $ 7,417 $ 971 $ 310 $ 4,328
------------ ------------ ------------ ------------
Dividend income (net of foreign taxes of
$145 in International Equity Portfolio)....... 6,071 9,365 1,231 -
Income derived from securities lending, net....... 12 6 19 1
------------ ------------ ------------ ------------

Total investment income.............................. 13,500 10,342 1,560 4,329
------------ ------------ ------------ ------------

EXPENSES:
Management and investment advisory
fees (Note 2)................................... 946 923 411 153
Custodian fees.................................... 40 31 94 15
Professional fees................................. 7 7 6 5
Other............................................. 22 22 12 14
------------ ------------ ------------ ------------
1,015 983 523 187
------------ ------------ ------------ ------------
Less fees waived (Note 2)......................... - - - -
------------ ------------ ------------ ------------

Net expenses......................................... 1,015 983 523 187
------------ ------------ ------------ ------------

Net investment income................................ 12,485 9,359 1,037 4,142
------------ ------------ ------------ ------------

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain on investments.................. 16,104 16,791 2,167 1,273
Net realized gain on foreign currency
transactions.................................. - - 242 -
Net unrealized appreciation (depreciation) of
investments..................................... 39,623 72,215 26,397 (1,647)
Net unrealized depreciation of foreign currency
contracts and translations..................... - - (5,365) -
------------ ------------ ------------ ------------

Net gain (loss) on investments....................... 55,727 89,006 23,441 (374)
------------ ------------ ------------ ------------

Increase in net assets resulting from
operations........................................ $ 68,212 $ 98,365 $ 24,478 $ 3,768
============ ============ ============ ============
<CAPTION>
Municipal U.S. Treasury
Money Money Money
Market Market Market
Portfolio Portfolio Portfolio
------------ ------------ -------------
(in thousands)
<S> <C> <C> <C>
INVESTMENT INCOME:
Interest income................................... $ 27,474 $ 444 $ 1,351
------------ ------------ -------------
Dividend income (net of foreign taxes of
$145 in International Equity Portfolio)....... - - -
Income derived from securities lending, net....... - - -
------------ ------------ -------------

Total investment income.............................. 27,474 444 1,351
------------ ------------ -------------

EXPENSES:
Management and investment advisory
fees (Note 2)................................... 707 18 37
Custodian fees.................................... 57 1 3
Professional fees................................. 10 4 4
Other............................................. 32 9 9
------------ ------------ -------------
806 32 53
------------ ------------ -------------
Less fees waived (Note 2)......................... - 18 -
------------ ------------ -------------

Net expenses......................................... 806 14 53
------------ ------------ -------------

Net investment income................................ 26,668 430 1,298
------------ ------------ -------------

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain on investments.................. 31 - 25
Net realized gain on foreign currency
transactions.................................. - - -
Net unrealized appreciation (depreciation) of
investments..................................... - - -
Net unrealized depreciation of foreign currency
contracts and translations..................... - - -
------------ ------------ -------------

Net gain (loss) on investments....................... 31 - 25
------------ ------------ -------------

Increase in net assets resulting from
operations........................................ $ 26,699 $ 430 $ 1,323
============ ============ ============
</TABLE>

See accompanying notes
<PAGE> 137
AMR INVESTMENT SERVICES TRUST
STATEMENTS OF CHANGES IN NET ASSETS
PERIOD FROM NOVEMBER 1, 1995 THROUGH FEBRUARY 29, 1996
(UNAUDITED)
- --------------------------------------------------------------------------------

OPERATIONS:
Net investment income............................. $ 12,485 $ 9,359 $ 1,037 $ 4,142
Net realized gain on investments and
foreign currency transactions.................. 16,104 16,791 2,409 1,273
Net unrealized appreciation
(depreciation) of investments and
foreign currency translations.................. 39,623 72,215 21,032 (1,647)
------------ ------------ ------------ ------------

Net increase in net assets resulting
from operations................................... 68,212 98,365 24,478 3,768
------------ ------------ ------------ ------------

TRANSACTIONS IN INVESTORS' BENEFICIAL INTERESTS:
Additions......................................... 919,629 916,369 301,308 226,176
Reductions........................................ (130,696) (77,540) (25,081) (49,755)
------------ ------------ ------------ ------------

Net increase in net assets resulting
from transactions in investors'
beneficial interests.............................. 788,933 838,829 276,227 176,421
------------ ------------ ------------ ------------

Net increase in net assets........................... 857,145 937,194 300,705 180,189
------------ ------------ ------------ ------------

NET ASSETS:

Beginning of period.................................. - - - -
------------ ------------ ------------ ------------

End of period........................................ $ 857,145 $ 937,194 $ 300,705 $ 180,189
============ ============ ============ ============

- ------------------------------------------------------------------------------------------------------------
SUPPLEMENTARY DATA:
- ------------------------------------------------------------------------------------------------------------

Ratios:
Net investment income to average net
assets (annualized)............................ 4.45% 3.24% 1.13% 6.76%
Expenses to average net assets
(annualized) ..................................... 0.36% 0.34% 0.57% 0.31%
Portfolio turnover rate........................... 56% 30% 28% 242%
Average commission rate paid...................... $ 0.0466 $ 0.0463 $ 0.0205 -
<CAPTION>
Municipal U.S. Treasury
Money Money Money
Market Market Market
Portfolio Portfolio Portfolio
------------ ------------ -------------
(in thousands)
<S> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
Net investment income............................. $ 26,668 $ 430 $ 1,298
Net realized gain on investments and
foreign currency transactions.................. 31 - 25
Net unrealized appreciation
(depreciation) of investments and
foreign currency translations.................. - - -
------------ ------------ -------------

Net increase in net assets resulting
from operations................................... 26,699 430 1,323
------------ ------------ -------------

TRANSACTIONS IN INVESTORS' BENEFICIAL INTERESTS:
Additions......................................... 4,959,586 95,479 210,503
Reductions........................................ (3,320,461) (25,902) (82,130)
------------ ------------ -------------

Net increase in net assets resulting
from transactions in investors'
beneficial interests.............................. 1,639,125 69,577 128,373
------------ ------------ -------------

Net increase in net assets........................... 1,665,824 70,007 129,696
------------ ------------ -------------

NET ASSETS:

Beginning of period.................................. - - -
------------ ------------ -------------

End of period........................................ $ 1,665,824 $ 70,007 $ 129,696
============ ============ ============

- ----------------------------------------------------------------------------------------------
SUPPLEMENTARY DATA:
- ----------------------------------------------------------------------------------------------

Ratios:
Net investment income to average net
assets (annualized)............................ 5.66% 3.65% 5.31%
Expenses to average net assets
(annualized) ..................................... 0.17% 0.12% 0.22%
Portfolio turnover rate........................... - - -
Average commission rate paid...................... - - -
</TABLE>

See accompanying notes
<PAGE> 138
AMR INVESTMENT SERVICES TRUST
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29, 1996
(Unaudited)
- --------------------------------------------------------------------------------

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

AMR Investment Services Trust (the "Trust") is registered under the
Investment Company Act of 1940, as amended, as a no-load, open-end, management
investment company which was organized as a trust under the laws of the State
of New York pursuant to a Declaration of Trust dated as of June 27, 1995 and
amended on August 11, 1995. Beneficial interests in the Trust are divided into
seven separate series, each having distinct investment objectives and policies,
as follows: AMR Investment Services Balanced Portfolio, AMR Investment Services
Growth and Income Portfolio, AMR Investment Services International Equity
Portfolio, AMR Investment Services Limited-Term Income Portfolio, AMR
Investment Services Money Market Portfolio, AMR Investment Services Municipal
Money Market Portfolio, and AMR Investment Services U.S. Treasury Money Market
Portfolio (each a "Portfolio" and collectively the "Portfolios"). The assets
of each Portfolio belong only to that Portfolio, and the liabilities of each
Portfolio are borne solely by that Portfolio and no other. The Trust commenced
active operations on November 1, 1995.

The following is a summary of the significant accounting policies
followed by the Portfolios.

Security Valuation

Equity securities that are primarily traded on domestic securities
exchanges are valued at the last quoted sales price on a designated exchange
prior to the close of trading on the New York Stock Exchange (the "Exchange")
or, lacking any current sales, on the basis of the last current bid price prior
to the close of trading on the Exchange. Portfolio securities that are
primarily traded on foreign securities exchanges are generally valued at the
preceding closing values of such securities on their respective exchanges where
primarily traded. However, events may occur which affect the values of such
securities and the exchange rates between the time of valuation and the close
of the Exchange. Should events materially affect the value of such securities
during this period, the securities are priced at fair value, as determined in
good faith and pursuant to procedures approved by the Board of Trustees (the
"Board"). Over-the-counter equity securities are valued on the basis of the
last bid price on that date prior to the close of trading. Debt securities
(other than short-term securities) normally will be valued on the basis of
prices provided by a pricing service and may take into account appropriate
factors such as institution-size trading in similar groups of securities,
yield, quality, coupon rate, maturity, type of issue, trading characteristics
and other market data. In some cases, the prices of debt securities may be
determined using quotes obtained from brokers. Securities for which market
quotations are not readily available are valued at fair value, as determined in
good faith and pursuant to procedures approved by the Board. Investment grade
short-term obligations with 60 days or less to maturity and securities of the
Money Market, Municipal Money Market and U.S. Treasury Money Market Portfolios
(the "Money Market Portfolios") are valued using the amortized cost method.
In the event that a deviation of 1/2 of 1% or more exists between the $1.00 per
share price of the Money Market Portfolios, calculated at amortized cost, and
the price per share calculated by reference to market quotations, or if there
is any other deviation which the Board believes would result in a material
dilution to shareholders or purchasers, the Board will promptly consider the
appropriate action which should be initiated.

Security Transactions and Investment Income

Security transactions are recorded on the trade date of the security
purchase or sale. Dividend income is recorded on the ex-dividend date except
certain dividends from foreign securities which are recorded as soon as the
information is available to the Portfolios. Interest income is earned from
settlement date, recorded on the accrual basis, and adjusted, if necessary, for
amortization of premiums or accretion of discounts on investment grade
short-term securities and zero coupon instruments. For financial and tax
reporting purposes, realized gains and losses are determined on the basis of
specific lot identification.
<PAGE> 139
AMR INVESTMENT SERVICES TRUST
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29, 1996
(Unaudited) - (continued)
- --------------------------------------------------------------------------------

Currency Translation

All assets and liabilities initially expressed in foreign currency
values are converted into U.S. dollar values at the bid price of such
currencies against U.S. dollars as last quoted by a recognized dealer. Income
and expenses and purchases and sales of investments are translated into U.S.
dollars at the rate of exchange prevailing on the respective dates of such
transactions. The Portfolios include that portion of the results of operations
resulting from changes in foreign exchange rates with net realized and
unrealized gain on investments, as appropriate.

Forward Foreign Currency Contracts

The International Equity Portfolio may enter into forward foreign
currency contracts to hedge the exchange rate risk on investment transactions
or to hedge the value of portfolio securities denominated in foreign
currencies. Forward foreign currency contracts are valued at the forward
exchange rate prevailing on the day of valuation.

Federal Income and Excise Taxes

The Portfolios will be treated as partnerships for federal income tax
purposes. As such, each investor in a Portfolio will be taxed on its share of
the Portfolio's ordinary income and capital gains. It is intended that each
Portfolio's assets will be managed in such a way that an investor in the
Portfolio will be able to satisfy the requirements of sub-chapter M of the
Internal Revenue Code. Accordingly, no provision for United States federal
income or excise tax is necessary.

Repurchase Agreements

Under the terms of a repurchase agreement, securities are acquired by
a Portfolio from a securities dealer or a bank which are subject to resale at a
later date. Repurchase agreements are fully collateralized by U.S. Treasury or
Government agency securities. All collateral is held through the Portfolios'
custodian bank and is monitored daily by each Portfolio so that the
collateral's market value exceeds the carrying value of the repurchase
agreement.

Deferred Organization Expenses

Expenses incurred by a Portfolio in connection with its organization
are being amortized on a straight-line basis over a five-year period.

2. TRANSACTIONS WITH AFFILIATES

Management Agreement

The Trust and the Manager are parties to a Management Agreement which
obligates the Manager to provide or oversee the provision of all
administrative, investment advisory and portfolio management services.
Investment assets of the Balanced, Growth and Income, and International Equity
Portfolios are managed by multiple investment advisers which have entered into
separate investment advisory agreements with the Manager. The Manager serves
as the sole investment adviser to the Limited-Term Income Portfolio, and each
of the Money Market Portfolios. As compensation for performing the duties
required under the Management Agreement, the Manager receives from the
Portfolios an annualized fee equal to .25% of the average daily net assets of
the Limited-Term Income Portfolio, .15% of the average daily net assets of each
of the Money Market Portfolios, and .10% of the average daily net assets of the
Balanced, Growth and Income, and International Equity Portfolios. In addition,
the Manager is reimbursed by the Portfolios for fees paid to investment
advisers
<PAGE> 140
AMR INVESTMENT SERVICES TRUST
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29, 1996
(Unaudited) - (continued)
- --------------------------------------------------------------------------------

hired by the Manager to direct investment activities of the Balanced, Growth
and Income and International Equity Portfolios. During the period ended
February 29, 1996, the Manager waived management fees totaling $18,000 for the
Municipal Money Market Portfolio.

Other

Certain officers or trustees of the Trust are also officers of the
Manager or American. The Trust makes no direct payments to its officers.
Unaffiliated trustees and their spouses are provided unlimited air
transportation. For the period ended February 29, 1996, the cost of air
transportation was not material to any of the Portfolios.

3. INVESTMENT TRANSACTIONS

Investment transactions for the period ended February 29, 1996
(excluding short-term investments) are as follows (in thousands):

<TABLE>
<CAPTION>
Growth and International Limited-Term
Balanced Income Equity Income
Portfolio Portfolio Portfolio Portfolio
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Purchases $174,546 $136,764 $31,339 $144,530
Proceeds from sales 152,570 80,845 23,858 163,098
</TABLE>

4. COMMITMENTS

In order to protect itself against a decline in the value of
particular foreign currencies against the U.S. dollar, the International
Equity Portfolio has entered into forward contracts to deliver foreign currency
in exchange for U.S. dollars as described below. The Portfolio bears the
market risk that arises from changes in foreign exchange rates, and
accordingly, the unrealized gain (loss) on these contracts is reflected in the
accompanying financial statements. The Portfolio also bears the credit risk if
the counterparty fails to perform under the contract. At February 29, 1996,
the Portfolio had outstanding forward foreign currency contracts as follows:

<TABLE>
<CAPTION>
CONTRACTS TO SELL Settlement Unrealized
(amounts in thousands) Date Value Gain (Loss)
---- ----- -----------
<S> <C> <C> <C>
5,300 DEM 3/1/96 3,606 68
1,800 DEM 8/9/96 1,233 60
7,000 DEM 8/9/96 4,795 44
8,000 FRF 10/11/96 1,592 3
303,456 JPY 10/11/96 2,966 233
2,750 NLG 11/14/96 1,695 74
3,900 NLG 11/14/96 2,404 117
300,000 ESP 12/2/96 2,369 (4)
195,000 JPY 12/20/95 1,923 88
------- ----

Total contracts to sell
(Receivable amount $23,266) $22,583 $683
======= ====
</TABLE>
<PAGE> 141
AMR INVESTMENT SERVICES TRUST
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29, 1996
(Unaudited) - (continued)
- --------------------------------------------------------------------------------

5. SECURITIES LENDING

The Portfolios participate in a securities lending program under which
securities are loaned to selected institutional investors for a fee. All such
loans require collateralization with securities of the U.S. Government and its
agencies that at all times equal at least 100% of the market value of the
loaned securities plus accrued interest. At February 29, 1996, securities with
a market value of approximately $9,868,300, $13,533,200, $11,048,200 and
$3,822,000 were loaned by the Balanced, Growth and Income, International Equity
and Limited-Term Income Portfolios, respectively. The collateral for these
loans totaled $10,095,200, $13,844,400, $11,633,800 and $3,941,100,
respectively.
<PAGE> 142
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

Shareholders and Board of Trustees
American AAdvantage Balanced Mileage Fund
American AAdvantage Growth & 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

We have audited the accompanying statements of assets and liabilities of the
American AAdvantage Balanced Mileage Fund, the American AAdvantage Growth &
Income Mileage Fund, the American AAdvantage International Equity Mileage Fund,
the American AAdvantage Limited-Term Income Mileage Fund, the American
AAdvantage Money Market Mileage Fund, the American AAdvantage Municipal Money
Market Mileage Fund, and the American AAdvantage U.S. Treasury Money Market
Mileage Fund (collectively, the "Mileage Funds") (seven separate portfolios
comprising the American AAdvantage Mileage Funds), as of September 13, 1995.
These statements of assets and liabilities are the responsibility of the Mileage
Funds' management. Our responsibility is to express an opinion on the
statements of assets and liabilities based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the statements of assets and liabilities are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the statements of assets and
liabilities. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
financial presentation of the statements of assets and liabilities. We believe
that our audit provides a reasonable basis for our opinion.

In our opinion, the statements of assets and liabilities referred to above
present fairly, in all material respects, the financial position of each of the
respective American AAdvantage Mileage Funds at September 13, 1995 in
conformity with generally accepted accounting principles.

/s/ Ernst & Young LLP

Dallas, Texas
September 15, 1995
<PAGE> 143
AMERICAN AADVANTAGE MILEAGE FUNDS
STATEMENTS OF ASSETS AND LIABILITIES
SEPTEMBER 13, 1995

<TABLE>
<CAPTION>
Balanced Growth and International Limited-Term
Fund Income Fund Equity Fund Income Fund
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
ASSETS:
Cash......................................... $ 1,000 $ 1,000 $ 1,000 $ 1,000
Deferred organization expenses............... 10,200 10,200 10,200 10,200
------------ ------------ ------------ ------------

Total assets............................... 11,200 11,200 11,200 11,100
------------ ------------ ------------ ------------

LIABILITIES:
Due to Manager............................... 10,200 10,200 10,200 10,100
------------ ------------ ------------ ------------

Total liabilities.......................... 10,200 10,200 10,200 10,100
------------ ------------ ------------ ------------

NET ASSETS:
Applicable to 50; 50; 50; 50; 94,000;
1,000; and 1,000 shares of beneficial
interest, respectively (unlimited
authorization - no par value............... $ 1,000 $ 1,000 $ 1,000 $ 1,000
============ ============ ============ ============

NET ASSET VALUE, offering and
redemption price per share................... $ 20.00 $ 20.00 $ 20.00 $ 20.00
============ ============ ============ ============
<CAPTION>
Municipal U.S. Treasury
Money Market Money Market Money Market
Fund Fund Fund
------------ ------------ ------------
<S> <C> <C> <C>
ASSETS:
Cash......................................... $ 94,000 $ 1,000 $ 1,000
Deferred organization expenses............... 12,100 10,600 10,300
------------ ------------ ------------

Total assets............................... 106,100 11,600 11,300
------------ ------------ ------------

LIABILITIES:
Due to Manager............................... 12,100 10,600 10,300
------------ ------------ ------------

Total liabilities.......................... 12,100 10,600 10,300
------------ ------------ ------------

NET ASSETS:
Applicable to 50; 50; 50; 50; 94,000;
1,000; and 1,000 shares of beneficial
interest, respectively (unlimited
authorization - no par value............... $ 94,000 $ 1,000 $ 1,000
============ ============ ============

NET ASSET VALUE, offering and
redemption price per share................... $ 1.00 $ 1.00 $ 1.00
============ ============ ============
</TABLE>

See accompanying notes.
<PAGE> 144
AMERICAN AADVANTAGE MILEAGE FUNDS
NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 13, 1995

1. ORGANIZATION

American AAdvantage Mileage Funds (the "Trust") is organized as a
Massachusetts business trust under a Declaration of Trust dated February 14,
1995 and is registered under the Investment Company Act of 1940, as amended, as
a no-load, open-end, management investment company. On July 19, 1995, the
Trust's Board of Trustees created seven new portfolios: the American AAdvantage
Balanced Mileage Fund, the American AAdvantage Growth and Income Mileage Fund,
the American AAdvantage International Equity Mileage Fund, the American
AAdvantage Limited-Term Income Mileage Fund, the American AAdvantage Money
Market Mileage Fund, the American AAdvantage Municipal Money Market Mileage Fund
and the American AAdvantage U.S. Treasury Money Market Mileage Fund
(collectively, the "Funds"). The Funds had no operations other than those
related to organizational matters and the sale of 50 shares of beneficial
interest of the Balanced, Growth and Income, International Equity and
Limited-Term Income Funds for $1,000 per Fund, 94,000 shares of beneficial
interest of the Money Market Fund for $94,000 and 1,000 shares of beneficial
interest of the Municipal Money Market and U.S. Treasury Money Market Funds for
$1,000 per Fund to AMR Investment Services, Inc. (the "Manager"), on September
13, 1995. The Trust has been advised that the Manager has no present intention
of redeeming or reselling such shares. The Manager is a wholly owned subsidiary
of AMR Corporation, the parent company of American Airlines, Inc., and was
organized in 1986 to provide business management, advisory, administrative and
asset management consulting services.

2. DEFERRED ORGANIZATION EXPENSES AND TRANSACTIONS WITH AFFILIATES

It is expected that the Funds will reimburse the Manager over a
five-year period for the costs incurred by the Manager in connection with the
Funds' organization. The costs will be deferred and amortized on a
straight-line basis over a period of five years beginning upon commencement of
active operations.

Certain officers and/or Trustees of the Trust are also officers of the
Manager.
<PAGE> 145

THIS PROSPECTUS contains important information about the Platinum Class of the
AMERICAN AADVANTAGE FUNDS ("AAdvantage Trust") and the AMERICAN AADVANTAGE
MILEAGE FUNDS ("Mileage Trust"), each an open-end management investment company
which consists of multiple investment portfolios. This prospectus pertains only
to the four funds listed on this cover page (individually referred to as a
"Fund" and, collectively, the "Funds"). EACH FUND WILL SEEK ITS INVESTMENT
OBJECTIVE BY INVESTING ALL OF ITS INVESTABLE ASSETS IN A CORRESPONDING
PORTFOLIO (INDIVIDUALLY REFERRED TO AS A "PORTFOLIO" AND, COLLECTIVELY,
"PORTFOLIOS") OF THE AMR INVESTMENT SERVICES TRUST ("AMR TRUST") WHICH HAS AN
INVESTMENT OBJECTIVE IDENTICAL TO THAT FUND. The investment experience of each
Fund will correspond directly with the investment experience of each Portfolio.
Each Fund consists of multiple classes of shares designed to meet the needs of
different groups of investors. Platinum Class shares are offered exclusively to
customers of certain broker-dealers. Individuals should read this Prospectus
carefully before making an investment decision and retain it for future
reference.

IN ADDITION TO THIS PROSPECTUS, a Statement of Additional Information ("SAI")
for the Platinum Class dated May 1, 1996 has been filed with the Securities and
Exchange Commission and is incorporated herein by reference. The SAI contains
more detailed information about the Funds. For a free copy of the SAI, call
800- 973-7977. For further information on the Funds, refer to the address and
phone number on the back cover.

AN INVESTMENT IN THE FUNDS IS NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT AND THERE CAN BE NO ASSURANCE THAT THEY WILL BE ABLE TO MAINTAIN A
STABLE PRICE OF $1.00 PER SHARE.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

PROSPECTUS

MAY 1, 1996

[AMERICAN LOGO]

--Platinum Class--(SM)

American
AAdvantage
Funds(R)

MONEY MARKET FUND

MUNICIPAL MONEY MARKET FUND

U.S. TREASURY MONEY MARKET FUND

AMERICAN AADVANTAGE
MILEAGE FUNDS(SM)

MONEY MARKET MILEAGE FUND

Available through

[SOUTHWEST SECURITIES LOGO]
<PAGE> 146

The AMERICAN AADVANTAGE MONEY MARKET FUND(SM) ("Money Market Fund"), AMERICAN
AADVANTAGE MUNICIPAL MONEY MARKET FUND(SM) ("Municipal Money Market Fund") and
AMERICAN AADVANTAGE U.S. TREASURY MONEY MARKET FUND(SM) ("U.S. Treasury Money
Market Fund") (collectively, "AAdvantage Funds") and the AMERICAN AADVANTAGE
MONEY MARKET MILEAGE FUND(SM) ("Mileage Fund") each seeks current income,
liquidity, and the maintenance of a stable price per share of $1.00. The Money
Market Fund and the Mileage Fund seek their investment objective by investing
all of their investable assets in the Money Market Portfolio of the AMR Trust
("Money Market Portfolio"), the Municipal Money Market Fund seeks its investment
objective by investing all of its investable assets in the Municipal Money
Market Portfolio of the AMR Trust ("Municipal Money Market Portfolio") and the
U.S. Treasury Money Market Fund seeks its investment objective by investing all
of its investable assets in the U.S. Treasury Money Market Portfolio of the AMR
Trust ("U.S. Treasury Money Market Portfolio"), (collectively, the
"Portfolios"), which in turn invest in high quality, short-term obligations. The
Municipal Money Market Portfolio invests primarily in municipal obligations and
the U.S. Treasury Money Market Portfolio invests exclusively in obligations
backed by the full faith and credit of the U.S. Government and in repurchase
agreements that are collateralized by U.S. Government full faith and credit
obligations.

Under a Hub and Spoke(R)1 operating structure, each Fund seeks its
investment objective by investing all of its investable assets in a
corresponding Portfolio as described above. Each Portfolio's investment
objective is identical to that of its corresponding Fund. Whenever the phrase
"all of the Fund's investable assets" is used, it means that the only investment
securities that will be held by a Fund will be that Fund's interest in its
corresponding Portfolio. AMR Investment Services, Inc. ("Manager") provides
investment management and administrative services to the Portfolios and
administrative services to the Funds. This Hub and Spoke operating structure is
different from that of many other investment companies which directly acquire
and manage their own portfolios of securities. Accordingly, investors should
carefully consider this investment approach. See "Investment Objectives,
Policies and Risks -- Additional Information About the Portfolios." An
AAdvantage Fund or the Mileage Fund may withdraw its investment in a
corresponding Portfolio at any time if the applicable Trust's Board of Trustees
("Board") determines that it would be in the best interest of that Fund and its
shareholders to do so. Upon any such withdrawal, that Fund's assets would be
invested in accordance with the investment policies and restrictions described
in this Prospectus and the SAI.

<TABLE>
<S> <C>
TABLE OF FEES AND EXPENSES... 3
FINANCIAL HIGHLIGHTS......... 4
INTRODUCTION................. 7
INVESTMENT OBJECTIVES,
POLICIES AND RISKS......... 8
INVESTMENT RESTRICTIONS...... 16
YIELDS AND TOTAL RETURNS..... 17
MANAGEMENT AND ADMINISTRATION
OF THE TRUSTS.............. 17
AADVANTAGE(R) MILES.......... 20
HOW TO PURCHASE SHARES....... 21
HOW TO REDEEM SHARES......... 22
VALUATION OF SHARES.......... 24
DIVIDENDS AND TAX MATTERS.... 24
GENERAL INFORMATION.......... 26
SHAREHOLDER COMMUNICATIONS... 27
</TABLE>

- ---------------

1 "Hub and Spoke" is a registered service mark of Signature Financial Group,
Inc.

PROSPECTUS

2
<PAGE> 147

TABLE OF FEES AND EXPENSES

Annual Operating Expenses (as a percentage of average net assets):

<TABLE>
<CAPTION>
MUNICIPAL U.S. TREASURY MONEY
MONEY MONEY MONEY MARKET
MARKET MARKET MARKET MILEAGE
FUND FUND FUND FUND
<S> <C> <C> <C> <C>
Management Fees 0.15% 0.15% 0.15% 0.15%
12b-1 Fees 0.25% 0.25% 0.25% 0.25%(1)
Other Expenses 0.53% 0.65% 0.56% 0.65%
---- ---- ---- ----
Total Operating Expenses 0.93% 1.05% 0.96% 1.05%
==== ==== ==== ====
</TABLE>

(1) The Mileage Trust anticipates that a portion of the "12b-1 Fees" charged for
the current fiscal year will be used to pay for AAdvantage miles. See
"AAdvantage Miles."

The Board believes that the aggregate per share expenses of each Fund and
its corresponding Portfolio will be approximately equal to the expenses that the
Fund would incur if its assets were invested directly in the type of securities
held by the Portfolio.

EXAMPLES

A Platinum Class investor in each Fund would directly or indirectly pay on a
cumulative basis the following expenses on a $1,000 investment assuming a 5%
annual return:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
Money Market Fund 9 30 51 114
Municipal Money Market Fund 11 33 58 128
U.S Treasury Money Market Fund 10 31 53 118
Money Market Mileage Fund 11 33 58 128
</TABLE>

The purpose of the table above is to assist a potential investor in
understanding the various costs and expenses expected to be incurred directly or
indirectly as a Platinum Class shareholder in a Fund. Additional information may
be found under "Management and Administration of the Trusts."

PROSPECTUS

3
<PAGE> 148

FINANCIAL HIGHLIGHTS

The financial highlights in the following tables for the AAdvantage Funds have
been derived from financial statements of the AAdvantage Trust. The information
has been audited by Ernst & Young LLP, independent auditor. Because the Platinum
Class of the AAdvantage Trust did not commence active operations until November
1995, the financial highlights shown below are those of the Institutional Class
of the AAdvantage Trust. Platinum Class expenses are higher than Institutional
Class expenses, and thus these expenses may affect performance. Such information
should be read in conjunction with the financial statements and the report of
the independent auditor appearing in the Annual Report of the AAdvantage Trust
incorporated by reference in the SAI, which contains further information about
performance of the Funds and can be obtained by investors without charge.

(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)

<TABLE>
<CAPTION>
MONEY MARKET FUND--INSTITUTIONAL CLASS
---------------------------------------------------------------------------------------------- PERIOD
YEAR ENDED OCTOBER 31, ENDED
---------------------------------------------------------------------------------------------- OCTOBER 31,
1995 1994(2) 1993 1992 1991 1990 1989 1988 1987(1)
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of
period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
---------- ---------- ---------- ---------- -------- -------- -------- -------- --------
Net investment
income 0.06 0.04 0.03 0.04 0.07 0.08 0.09 0.08 0.01
Less dividends
from net
investment
income (0.06) (0.04) (0.03) (0.04) (0.07) (0.08) (0.09) (0.08) (0.01)
---------- ---------- ---------- ---------- -------- -------- -------- -------- --------
Net asset value,
end of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
========== =========== ========== ========== ======== ========= ======== ======== ========
Total return
(annualized) 5.96% 3.85% 3.31% 4.41% 7.18% 8.50% 9.45% 7.54% 6.70%
========== =========== ========== ========== ======== ========= ======== ======== ========
Ratios/supplemental
data:
Net assets, end
of period
(in thousands) $1,206,041 $1,893,144 $2,882,947 $2,223,829 $715,280 $745,405 $385,916 $330,230 $ 71,660
Ratios to
average net
assets
(annualized)(3)(4):
Expenses 0.23% 0.21% 0.23% 0.26% 0.24% 0.20% 0.22% 0.28% 0.48%
Net investment
income 5.79% 3.63% 3.23% 4.06% 6.93% 8.19% 9.11% 7.54% 6.78%
</TABLE>

(1) The Money Market Fund commenced active operations on September 1, 1987.

(2) Average shares outstanding for the period rather than end of period shares
were used to compute net investment income per share.

(3) The method of determining average net assets was changed from a monthly
average to a daily average starting with the year ended October 31, 1992.

(4) Effective October 1, 1990, expenses include administrative services fees
paid by the Fund to the Manager. Prior to that date, expenses exclude
shareholder services fees paid directly by shareholders to the Manager,
which amounted to less than $.01 per share in each period on an annualized
basis.

PROSPECTUS

4
<PAGE> 149

(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)

<TABLE>
<CAPTION>
MUNICIPAL MONEY MARKET
FUND-INSTITUTIONAL CLASS U.S. TREASURY MONEY MARKET FUND-
--------------------------- INSTITUTIONAL CLASS
PERIOD ------------------------------------------------------
ENDED YEAR ENDED OCTOBER 31, PERIOD ENDED
YEAR ENDED OCTOBER 31, ------------------------------------- OCTOBER 31,
1995 1994(1) 1995 1994(2) 1993 1992(1)
--------------------------- ------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
------ ------ ------- ------ -------- --------
Net investment income 0.04 0.02 0.06 0.04 0.03 0.02
Less dividends from
net investment income (0.04) (0.02) (0.06) (0.04) (0.03) (0.02)
------ ------ ------- ------ -------- --------
Net asset value,
end of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
====== ======= ======= ====== ======== ========
Total return
(annualized) 3.75% 2.44% 5.67% 3.70 % 3.07% 3.61%
====== ======= ======= ====== ======== ========
Ratios/supplemental
data:
Net assets, end of
period
(in thousands) $ 7 $ 9,736 $47,184 $67,607 $136,813 $ 91,453
Ratios to average net
assets
(annualized)(3)(4):
Expenses 0.35% 0.30% 0.32% 0.25 % 0.23% 0.27%(5)
Net investment income 3.70% 2.38% 5.49% 3.44 % 2.96% 3.46%(5)
</TABLE>

(1) The Municipal Money Market Fund commenced active operations on November 10,
1993 and the U.S. Treasury Market Fund commenced active operations on March
2, 1992.

(2) Average shares outstanding for the period rather than end of period shares
were used to compute net investment income per share.

(3) The method of determining average net assets was changed from a monthly
average to a daily average starting with the period ended October 31, 1994.

(4) Operating results for the Municipal Money Market Fund exclude management and
administrative services fees waived by the Manager. Had the Fund paid such
fees, the ratio of expenses and net investment income to average net assets
would have been 0.50% and 2.18%, respectively for the period ended October
31, 1994 and 0.55% and 3.50%, respectively, for the year ended October 31,
1995.

(5) Estimated based on expected annual expenses and actual average net assets.

PROSPECTUS

5
<PAGE> 150

The financial highlights in the following table have been derived from
unaudited financial statements of the Mileage Fund. Such information should be
read in conjunction with the unaudited financial statements incorporated in the
SAI, which contains further information about the Mileage Fund and can be
obtained by investors without charge.

(For a share outstanding throughout the period)

<TABLE>
<CAPTION>
MONEY MARKET
MILEAGE
FUND-PLATINUM
CLASS(1)
-------------------
PERIOD ENDED
FEBRUARY 29, 1996
-------------------
<S> <C>
Net asset value, beginning of period $ 1.00
-------
Net investment income 0.00
Less dividends from net investment income (0.00)
Net asset value, end of period $ 1.00
=======
Total return (annualized) 5.00%
=======
Ratios/supplemental data:
Net assets, end of period (in thousands) $ 5,646
Ratios to average net assets (annualized):
Expenses 1.05%
Net investment income 4.39%
</TABLE>

(1) The Platinum Class of the Money Market Mileage Fund commenced active
operations on January 29, 1996.

PROSPECTUS

6
<PAGE> 151

INTRODUCTION

The AAdvantage Trust and the Mileage Trust are open-end, management investment
companies, organized as Massachusetts business trusts on January 16, 1987 and
February 22, 1995, respectively. The AAdvantage Funds are three of the several
investment portfolios of the AAdvantage Trust and the Mileage Fund is a separate
investment portfolio of the Mileage Trust. Each Fund has the same investment
objective but may have different investment policies. Each Fund invests all of
its investable assets in a corresponding Portfolio of the AMR Trust with an
identical investment objective. Each AAdvantage Fund has multiple classes,
including: the "Platinum Class" for customers of certain broker-dealers; the
"Institutional Class", primarily for institutional investors investing at least
$2 million in the Funds; and the "PlanAhead Class", for all investors, including
smaller institutional investors, investors using intermediary organizations such
as discount brokers or plan sponsors, individual retirement accounts and
self-employed individual retirement plans. The Money Market Mileage Fund
currently consists of two classes of shares: the "Platinum Class", as described
above; and the "Mileage Class", which is available directly to individuals and
certain grantor trusts. This Prospectus relates only to the Platinum Class. For
further information about the other classes, or to obtain a prospectus free of
charge, call (800) 967-9009 or write to P.O. Box 619003, MD 5645, Dallas/Ft.
Worth Airport, Texas 75261.

Although each class of shares is designed to meet the needs of different
categories of investors, all classes of each Fund share the same portfolio of
investments and a common investment objective. See "Investment Objectives,
Policies and Risks." There is no guarantee that a Fund will achieve its
investment objective. Based on its value, a share of a Fund, regardless of
class, will receive a proportionate share of the investment income and the gains
(or losses) earned (or incurred) by the Fund. It also will bear its
proportionate share of expenses that are allocated to the Fund as a whole.
However, certain expenses presently are allocated separately to each class of
shares.

The Manager provides the Funds and their corresponding Portfolios with
investment advisory and administrative services. Investment decisions for the
Portfolios are made by the Manager in accordance with the investment objectives,
policies and restrictions described in this Prospectus and in the SAI.

Platinum Class shares are sold without any sales charges at the next share
price calculated after an investment is received and accepted. Shares will be
redeemed at the next share price calculated after receipt of a redemption order.
See "How to Purchase Shares" and "How to Redeem Shares."

PROSPECTUS

7
<PAGE> 152

Each shareholder in the Mileage Fund will receive American Airlines(R)
AAdvantage(R) travel awards program ("AAdvantage") miles.(2) AAdvantage miles
will be posted monthly to each shareholder's AAdvantage account at an annual
rate of one mile for every $10 invested in the Fund. The Manager reserves the
right to discontinue the posting of AAdvantage miles or to change the mileage
calculation at any time upon notice to shareholders. See "AAdvantage Miles."

INVESTMENT OBJECTIVES, POLICIES AND RISKS

The investment objective and policies of each Fund and its corresponding
Portfolio are described below. Except as otherwise indicated, the investment
policies of any Fund may be changed at any time by the applicable Board to the
extent that such changes are consistent with the investment objective of the
applicable Fund. However, each Fund's investment objective may not be changed
without a majority vote of that Fund's outstanding shares, which is defined as
the lesser of (a) 67% of the shares of the applicable Fund present or
represented if the holders of more than 50% of the shares are present or
represented at the shareholders' meeting, or (b) more than 50% of the shares of
the applicable Fund (hereinafter, "majority vote"). A Portfolio's investment
objective may not be changed without a majority vote of that Portfolio's
interest holders.

INVESTMENT OBJECTIVE OF THE FUNDS -- The investment objective of each of the
Funds is to seek current income, liquidity and the maintenance of a stable $1.00
price per share. The Funds seek to achieve this objective by investing all of
their investable assets in their corresponding Portfolios, which invest in high
quality, U.S. dollar-denominated short-term obligations that have been
determined by the Manager or the AMR Trust Board to present minimal credit
risks. Portfolio investments are valued based on the amortized cost valuation
technique pursuant to Rule 2a-7 under the Investment Company Act of 1940 ("1940
Act"). See the SAI for an explanation of the amortized cost valuation method.
Obligations in which the Portfolios invest generally have remaining maturities
of 397 days or less, although instruments subject to repurchase

- ---------------

(2) American Airlines and AAdvantage are registered trademarks of American
Airlines, Inc. American Airlines may find it necessary to change AAdvantage
program rules, regulations, travel awards and special offers at any time.

PROSPECTUS

8
<PAGE> 153

agreements and certain variable and floating rate obligations may bear longer
final maturities. The average dollar-weighted portfolio maturity of each
Portfolio will not exceed 90 days.

AMERICAN AADVANTAGE MONEY MARKET FUND AND AMERICAN AADVANTAGE MONEY MARKET
MILEAGE FUND -- The Funds' corresponding Portfolio may invest in obligations
permitted to be purchased under Rule 2a-7 of the 1940 Act including, but not
limited to, (1) obligations of the U.S. Government or its agencies or
instrumentalities; (2) loan participation interests, medium-term notes, funding
agreements and asset-backed securities; (3) domestic, Yankeedollar and
Eurodollar certificates of deposit, time deposits, bankers' acceptances,
commercial paper, bearer deposit notes and other promissory notes including
floating or variable rate obligations issued by U.S. or foreign bank holding
companies and their bank subsidiaries, branches and agencies; and (4) repurchase
agreements involving the obligations listed above. The Money Market Portfolio
will invest only in issuers or instruments that at the time of purchase (1) have
received the highest short-term rating by at least two nationally recognized
statistical rating organizations ("Rating Organizations") such as "A-1" by
Standard & Poor's and "P-1" by Moody's Investor Services, Inc.; (2) are single
rated and have received the highest short-term rating by a Rating Organization;
or (3) are unrated, but are determined to be of comparable quality by the
Manager pursuant to guidelines approved by the AMR Trust Board and subject to
the ratification of the AMR Trust Board. See the SAI for definitions of the
foregoing instruments and rating systems.

Investments in Eurodollar (U.S. dollar obligations issued outside the United
States by domestic or foreign entities) and Yankeedollar (U.S. dollar
obligations issued inside the United States by foreign entities) obligations
involve additional risks. Most notably, there generally is less publicly
available information about foreign issuers; there may be less governmental
regulation and supervision; foreign issuers may use different accounting and
financial standards; and the adoption of foreign governmental restrictions may
adversely affect the payment of principal and interest on foreign investments.
In addition, not all foreign branches of United States banks are supervised or
examined by regulatory authorities as are United States banks, and such branches
may not be subject to reserve requirements.

PROSPECTUS

9
<PAGE> 154

remaining until payment of principal and accrued interest can be recovered under
a variable amount master demand note generally shall not exceed seven days. To
the extent this period is exceeded, the note in question would be considered
illiquid. Issuers of variable amount master demand notes must satisfy the same
criteria as set forth for other promissory notes (e.g. commercial paper). The
Portfolio will invest in variable amount master demand notes only when such
notes are determined by the Manager, pursuant to guidelines established by the
AMR Trust Board, to be of comparable quality to rated issuers or instruments
eligible for investment by the Portfolio. In determining average dollar-weighted
portfolio maturity, a variable amount master demand note will be deemed to have
a maturity equal to the longer of the period of time remaining until the next
readjustment of the interest rate or the period of time remaining until the
principal amount can be recovered from the issuer on demand.

The Portfolio also may engage in dollar rolls or purchase or sell securities
on a "when-issued" and on a "forward commitment" basis. The purchase or sale of
when-issued securities enables an investor to hedge against anticipated changes
in interest rates and prices by locking in an attractive price or yield. The
price of when-issued securities is fixed at the time the commitment to purchase
or sell is made, but delivery and payment for the when-issued securities take
place at a later date, normally one to two months after the date of purchase.
During the period between purchase and settlement, no payment is made by the
purchaser to the issuer and no interest accrues to the purchaser. Such
transactions therefore involve a risk of loss if the value of the security to be
purchased declines prior to the settlement date or if the value of the security
to be sold increases prior to the settlement date. A sale of a when-issued
security also involves the risk that the other party will be unable to settle
the transaction. Dollar rolls are a type of forward commitment transaction.
Purchases and sales of securities on a forward commitment basis involve a
commitment to purchase or sell securities with payment and delivery to take
place at some future date, normally one to two months after the date of the
transaction. As with when-issued securities, these transactions involve certain
risks, but they also enable an investor to hedge against anticipated changes in
interest rates and prices. Forward commitment transactions are executed for
existing obligations, whereas in a when-issued transaction, the obligations have
not yet been issued. When purchasing securities on a when-issued or forward
commitment basis, a segregated account of liquid assets at least equal to the
value of purchase commitments for such securities will be maintained until the
settlement date.

AMERICAN AADVANTAGE MUNICIPAL MONEY MARKET FUND -- The Fund's corresponding
Portfolio may invest in municipal obligations issued by or on behalf of the
governments of states, territories, or possessions of the United States; the
District of Columbia; and their political subdivisions, agencies and
instrumentalities if the interest these obligations provide is generally exempt
from federal income tax. The Municipal Money Market Portfolio will invest only
in issuers or instruments that at the time of purchase (1) are guaranteed by the
U.S. Government, its agencies, or instrumentalities; (2) are

PROSPECTUS

10
<PAGE> 155

secured by letters of credit that are irrevocable and issued by banks which
qualify as authorized issuers for the Money Market Portfolio (see "American
AAdvantage Money Market Fund"); (3) are guaranteed by one or more municipal bond
insurance policies that cannot be canceled and issued by third-party guarantors
possessing the highest claims-paying rating from a Rating Organization; (4) have
received one of the two highest short-term ratings from at least two Rating
Organizations; (5) are single rated and have received one of the two highest
short-term ratings from that Rating Organization; (6) have no short-term rating
but the instrument is comparable to the issuer's rated short-term debt; (7) have
no short-term rating (or comparable rating) but have received one of the top two
long-term ratings from all Rating Organizations rating the issuer or instrument;
or (8) are unrated, but are determined to be of comparable quality by the
Manager pursuant to guidelines approved by, and subject to the oversight of, the
AMR Trust Board. The Portfolio may also invest in other investment companies.
Ordinarily at least 80% of the Portfolio's net assets will be invested in
municipal obligations the interest from which is exempt from federal income tax.
However, should market conditions warrant, the Portfolio may invest up to 20%
(or for temporary defensive purposes, up to 100%) of its assets in obligations
subject to federal income tax which are eligible investments for the Money
Market Portfolio.

Municipal obligations may be backed by the full taxing power of a
municipality ("general obligations"), or by the revenues from a specific project
or the credit of a private organization ("revenue obligations"). Some municipal
obligations are collateralized as to payment of principal and interest by an
escrow of U.S. Government or federal agency obligations, while others are
insured by private insurance companies, while still others may be supported by
letters of credit furnished by domestic or foreign banks. The Portfolio's
investments in municipal obligations may include fixed, variable, or floating
rate general obligations and revenue obligations (including municipal lease
obligations and resource recovery obligations); zero coupon and asset-backed
obligations; variable rate auction and residual interest obligations; tax,
revenue, or bond anticipation notes; and tax-exempt commercial paper. See the
SAI for a further discussion of the foregoing obligations. In addition, the
Portfolio may purchase or sell securities on a when-issued and on a forward
commitment basis as described in "American AAdvantage Money Market Fund and
American AAdvantage Money Market Mileage Fund."

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The Portfolio may invest more than 25% of the value of its total assets in
municipal obligations which are related in such a way that an economic, business
or political development or change affecting one such security would also affect
the other securities; for example, securities the interest of which is paid from
revenues of similar types of projects, or securities whose issuers are located
in the same state. As a result, the Portfolio may be subject to greater risk
compared to a fund that does not follow this practice. However, this risk is
mitigated because it is anticipated that most of the Portfolio's assets will be
insured or backed by bank letters of credit. Additionally, the Portfolio may
invest more than 25% of the value of its total assets in industrial development
bonds which, although issued by industrial development authorities, may be
backed only by the assets and revenues of the non-governmental users.

The Portfolio may also invest in municipal obligations that constitute
"private activity obligations." These include obligations that finance student
loans, residential rental projects, and solid waste disposal facilities. To the
extent the Portfolio earns interest income on private activity obligations,
shareholders will be required to treat the portion of the Fund's distributions
attributable to its share of such interest as a "tax preference item" for
purposes of determining their liability for the federal alternative minimum tax
("AMT") and, as a result, may become subject to (or increase their liability
for) the AMT. Shareholders should consult their own tax advisers to determine
whether they may be subject to the AMT. The Portfolio may invest in private
activity obligations without limitation and it is anticipated that a substantial
portion of the Portfolio's assets will be invested in these obligations. As a
result, a substantial portion of the Fund's distributions may be a tax
preference item, which will reduce the net return from the Fund for taxpayers
subject to the AMT. Interest on "qualified" private activity obligations is
exempt from federal income tax.

AMERICAN AADVANTAGE U.S. TREASURY MONEY MARKET FUND -- The Fund's corresponding
Portfolio will invest exclusively in obligations backed by the full faith and
credit of the U.S. Government and repurchase agreements which are collateralized
by U.S. Government full faith and credit obligations. For this purpose, U.S.
Government Agency mortgage-backed securities collateralized exclusively by full
faith and credit Government National Mortgage Association ("GNMA") mortgages are
considered eligible. Counterparties for repurchase agreements must be approved
by the AMR Trust Board. Ordinarily at least 65% of the Portfolio's assets will
be invested in direct U.S. Treasury obligations. Such obligations may include
separately traded registered interest and principal securities ("STRIPS") issued
by the U.S. Treasury which represent either future interest or principal
payments. STRIPS are issued at a discount to their "face value," and may exhibit
greater price volatility than ordinary debt securities because of the manner in
which their principal and interest are returned to investors. The Fund may also
invest in other full faith and credit obligations of the U.S. Government
including securities issued by the Agency for International Development, the
General Services Administration, GNMA, the Rural Electrification Administration,
the Small Business Administration, the Federal Financing Bank and

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others. See the SAI for a further discussion of the foregoing obligations. In
addition, the Portfolio may purchase or sell securities on a when-issued and on
a forward commitment basis as described in "American AAdvantage Money Market
Fund and American AAdvantage Money Market Mileage Fund."

OTHER INVESTMENT POLICIES -- In addition to the investment policies described
previously, each Portfolio may also lend its securities, enter into fully
collateralized repurchase agreements, and invest in private placement offerings.

Each Portfolio may lend securities to broker-dealers or other institutional
investors pursuant to agreements requiring that the loans be continuously
secured by any combination of cash, securities of the U.S. Government and its
agencies and instrumentalities and approved bank letters of credit that at all
times equal at least 100% of the market value of the loaned securities. Such
loans will not be made if, as a result, the aggregate amount of all outstanding
securities loans by any Portfolio would exceed 33 1/3% of its total assets. A
Portfolio continues to receive interest on the securities loaned and
simultaneously earns either interest on the investment of the cash collateral or
fee income if the loan is otherwise collateralized. However, a Portfolio
normally pays (including, in some cases, payments to the Manager) lending fees
and related expenses from this interest or fee income. Should the borrower of
the securities fail financially, there is a risk of delay in recovery of the
securities loaned or loss of rights in the collateral. However, the Portfolios
seek to minimize this risk by making loans only to borrowers which are deemed by
the Manager to be of good financial standing and which have been approved by the
AMR Trust Board. For purposes of complying with each Portfolio's investment
policies and restrictions, collateral received in connection with securities
loans will be deemed an asset of a Portfolio to the extent required by law. See
the SAI for further information regarding loan transactions.

A repurchase agreement is an agreement under which securities are acquired
by a Portfolio from a securities dealer or bank subject to resale at an agreed
upon price on a later date. The acquiring Portfolio bears a risk of loss in the
event that the other party to a repurchase agreement defaults on its obligations
and the Portfolio is delayed or prevented from exercising its rights to dispose
of the collateral securities. However, the Manager attempt to minimize this risk
by entering into repurchase agreements only with financial institutions which
are deemed to be of good financial standing and which have been approved by the
AMR Trust Board. See the SAI for more information regarding repurchase
agreements.

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the securities for investment and not with an intention to distribute to the
public. Any resale by the purchaser must be pursuant to an exempt transaction
and may be accomplished in accordance with Rule 144A. Section 4(2) securities
normally are resold to other institutional investors such as the Portfolios
through or with the assistance of the issuer or dealers that make a market in
the Section 4(2) securities, thus providing liquidity. The Portfolios will not
invest more than 10% of their respective net assets in Section 4(2) securities
and other illiquid securities unless the Manager determines, by continuous
reference to the appropriate trading markets and pursuant to guidelines approved
by the AMR Trust Board, that any Section 4(2) securities held by such Portfolio
in excess of this level are at all times liquid.

Because it is not possible to predict with assurance exactly how this market
for Section 4(2) securities offered and sold under Rule 144A will develop, the
AMR Trust Board and the Manager, pursuant to the guidelines approved by the AMR
Trust Board, will carefully monitor the Portfolios' investments in these
securities, focusing on such important factors, among others, as: valuation,
liquidity, and availability of information. Investments in Section 4(2)
securities could have the effect of reducing a Portfolio's liquidity to the
extent that qualified institutional buyers no longer wish to purchase these
restricted securities.

BROKERAGE PRACTICES -- The Portfolios normally will not incur any brokerage
commissions on their transactions because money market instruments are generally
traded on a "net" basis with dealers acting as principal for their own accounts
without a stated commission. The price of the obligation, however, usually
includes a profit to the dealer. Obligations purchased in underwritten offerings
include a fixed amount of compensation to the underwriter, generally referred to
as the underwriter's concession or discount. No commissions or discounts are
paid when securities are purchased directly from an issuer.

ADDITIONAL INFORMATION ABOUT THE PORTFOLIOS -- As previously described,
investors should be aware that each Fund, unlike mutual funds that directly
acquire and manage their own portfolios of securities, seeks to achieve its
investment objective by investing all of its investable assets in a
corresponding Portfolio of the AMR Trust, which is a separate investment
company. Since a Fund will invest only in its corresponding Portfolio, that
Fund's shareholders will acquire only an indirect interest in the investments of
the Portfolio. Historically, the Manager has sponsored traditionally structured
funds and, therefore, has limited experience with funds that invest all their
assets in a separate portfolio.

The Manager expects, although it cannot guarantee, that the AAdvantage Trust
and the Mileage Trust will achieve economies of scale by investing in the AMR
Trust. In addition to selling their interests to the Funds, the Portfolios may
sell their interests to other non-affiliated investment companies and/or other
institutional investors. All institutional investors in a Portfolio will pay a
proportionate share of the Portfolio's

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expenses and will invest in that Portfolio on the same terms and conditions.
However, if another investment company invests all of its assets in a Portfolio,
it would not be required to sell its shares at the same public offering price as
a Fund and would be allowed to charge different sales commissions. Therefore,
investors in a Fund may experience different returns from investors in another
investment company that invests exclusively in that Fund's corresponding
Portfolio.

The Fund's investment in a Portfolio may be materially affected by the
actions of large investors in that Portfolio, if any. For example, as with all
open-end investment companies, if a large investor were to redeem its interest
in a Portfolio, that Portfolio's remaining investors could experience higher pro
rata operating expenses, thereby producing lower returns. As a result, that
Portfolio's security holdings may become less diverse, resulting in increased
risk. Institutional investors in a Portfolio that have a greater pro rata
ownership interest in the Portfolio than the Fund could have effective voting
control over the operation of that Portfolio. A material change in a Portfolio's
fundamental objective, policies and restrictions, that is not approved by the
shareholders of its corresponding Fund could require that Fund to redeem its
interest in the Portfolio. Any such redemption could result in a distribution in
kind of portfolio securities (as opposed to a cash distribution) by the
Portfolio. Should such a distribution occur, that Fund could incur brokerage
fees or other transaction costs in converting such securities to cash. In
addition, a distribution in kind could result in a less diversified portfolio of
investments for that Fund and could affect adversely its liquidity.

See "Management and Administration of the Trusts" for a complete description
of the investment management fee and other expenses associated with a Fund's
investment in its corresponding Portfolio. This Prospectus and the SAI contain
more detailed information about each Fund and its corresponding Portfolio,
including information related to (1) the investment objective, policies and
restrictions of each Fund and its corresponding Portfolio, (2) the Board of
Trustees and officers of the AAdvantage Trust, the MileageTrust and the AMR
Trust, (3) brokerage practices, (4) the Funds' shares, including the rights and
liabilities of its shareholders, (5) additional

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performance information, including the method used to calculate yield and total
return, and (6) the determination of the value of each Fund's shares.

INVESTMENT RESTRICTIONS

The following fundamental investment restrictions and the non-fundamental
investment restrictions are identical for each Fund and its corresponding
Portfolio. Therefore, although the following discusses the investment
restrictions of each Portfolio and the AMR Trust Board, it applies equally to
each Fund and its respective Board. The following fundamental investment
restrictions may be changed with respect to a particular Fund by the majority
vote of that Fund's outstanding shares or with respect to a Portfolio by the
majority vote of that Portfolio's interest holders. No Portfolio may:

The following non-fundamental investment restrictions may be changed with
respect to a particular Fund by a vote of a majority of its respective Board or
with respect to a Portfolio by a vote of a majority of the AMR Trust Board. No
Portfolio may:

- Invest in securities of an issuer that, together with any predecessor, has
been in operation for less than three years if more than 5% of the
Portfolio's total assets would be invested in such securities. This
limitation does not apply with regard to collateralized trust securities.

- Invest more than 10% of its net assets in illiquid securities, including
time deposits and repurchase agreements that mature in more than seven
days.

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The above percentage limits are based upon asset values at the time of the
applicable transaction; accordingly, a subsequent change in asset values will
not affect a transaction that was in compliance with the investment restrictions
at the time such transaction was effected. See the SAI for other investment
limitations.

YIELDS AND TOTAL RETURNS

From time to time each class of the Funds may advertise its "current yield" and
"effective yield." Both yield figures are based on historical earnings and are
not intended to indicate future performance. The current yield refers to the
income generated by an investment over a seven calendar-day period (which period
will be stated in the advertisement). This income is then annualized by assuming
the amount of income generated by the investment during that week is earned each
week over a one-year period, and is shown as a percentage of the investment. The
effective yield is calculated similarly but, when annualized, the income earned
by the investment is assumed to be reinvested. The effective yield will be
slightly higher than the current yield because of the compounding effect of this
assumed reinvestment. The Municipal Money Market Fund may also quote "tax
equivalent yields," which show the taxable yields a shareholder would have to
earn before federal income taxes to equal this Fund's tax-exempt yields. The tax
equivalent yield is calculated by dividing the Fund's tax-exempt yield by the
result of one minus a stated federal income tax rate. If only a portion of the
Fund's income was tax-exempt, only that portion is adjusted in the calculation.
As stated earlier, the Fund considers interest on private activity obligations
to be exempt from federal income tax. Total return quotations advertised by the
Funds may reflect the average annual compounded (or aggregate compounded) rate
of return during the designated time period based on a hypothetical initial
investment and the redeemable value of that investment at the end of the period.
The Funds will at times compare their performance to applicable published
indices, and may also disclose their performance as ranked by certain ranking
entities. Each class of a Fund has different expenses which will impact its
performance. See the SAI for more information about the calculation of yields
and total returns.

MANAGEMENT AND ADMINISTRATION OF THE TRUSTS

FUND MANAGEMENT AGREEMENT -- The AAdvantage Trust's Board and the Mileage
Trust's Board have general supervisory responsibility over their respective
affairs. The Manager provides or oversees all administrative, investment
advisory and portfolio management services for the AAdvantage Trust pursuant to
a Management Agreement, dated April 3, 1987, as amended on October 1, 1995,
together with the Administrative Services Plan described below. The Manager
provides or oversees all administrative, investment advisory and portfolio
management services for the Mileage Trust pursuant

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to a Management Agreement, dated October 1, 1995. The AMR Trust and the Manager
also entered into a Management Agreement dated, October 1, 1995, which obligates
the Manager to provide or oversee all administrative, investment advisory and
portfolio management services for the AMR Trust. The Manager, located at 4333
Amon Carter Boulevard, MD 5645, Fort Worth, Texas 76155, is a wholly-owned
subsidiary of AMR Corporation ("AMR"), the parent company of American Airlines,
Inc., and was organized in 1986 to provide business management, advisory,
administrative and asset management consulting services. The Manager serves as
the sole investment adviser to the Portfolios. As of December 31, 1995, the
Manager had assets under management totaling approximately $13.7 billion,
including approximately $4.5 billion under active management and $9.2 billion as
named fiduciary or fiduciary adviser. Of the total, approximately $10.1 billion
of assets are related to AMR. American Airlines, Inc. is not responsible for
investments made in the American AAdvantage Funds or the American AAdvantage
Mileage Funds.

The Manager provides the Trusts with office space, office equipment and
personnel necessary to manage and administer the Trusts' operations. This
includes complying with reporting requirements; corresponding with shareholders;
maintaining internal bookkeeping, accounting and auditing services and records;
and supervising the provision of services to the Trusts by third parties. The
Manager also develops the investment programs for each Portfolio.

The Manager bears the expense of providing the above services. As
compensation for providing the Portfolios with advisory services, the Manager
receives from the AMR Trust an annualized advisory fee that is calculated and
accrued daily, equal to 0.15% of the net assets of the Portfolios. To the extent
that a Fund invests all of its investable assets in its corresponding Portfolio,
the Manager receives no advisory fee from the AAdvantage Trust or the Mileage
Trust. The fees received by the Manager from the AMR Trust ("Management Fees")
are payable quarterly in arrears.

Each Management Agreement will continue in effect provided that annually
such continuance is specifically approved by a vote of the applicable Board
including the affirmative votes of a majority of the independent Trustees of
each Board who are not parties to the Management Agreement or "interested
persons" as defined in the 1940 Act of any such party ("Independent Trustees"),
cast in person at a meeting called for the purpose of considering such approval,
or by the vote of a Fund's shareholders or a Portfolio's interest holders. A
Management Agreement may be terminated with respect to a Fund or a Portfolio at
any time, without penalty, by a majority vote of outstanding Fund shares or
Portfolio interests on sixty (60) days' written notice to the Manager, or by the
Manager, on sixty (60) days' written notice to the AAdvantage Trust, the Mileage
Trust or the AMR Trust. A Management Agreement will automatically terminate in
the event of its "assignment" as defined in the 1940 Act.

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The AAdvantage Trust and the Mileage Trust are each responsible for the
following expenses: audits by independent auditors; transfer agency, custodian,
dividend disbursing agent and shareholder recordkeeping services; taxes, if any,
and the preparation of each Fund's tax returns; interest; costs of Trustee and
shareholder meetings; printing and mailing prospectuses and reports to existing
shareholders; fees for filing reports with regulatory bodies and the maintenance
of the Funds' existence; legal fees; fees to federal and state authorities for
the registration of shares; fees and expenses of Independent Trustees; insurance
and fidelity bond premiums; and any extraordinary expenses of a nonrecurring
nature.

A majority of the Independent Trustees of each Board has adopted written
procedures reasonably appropriate to deal with potential conflicts of interest
between the AAdvantage Trust or the Mileage Trust and the AMR Trust, including
creating a separate Board of Trustees of the AMR Trust.

ADMINISTRATIVE SERVICES PLAN -- The Manager has entered into separate
Administrative Services Plans with the AAdvantage Trust and the Mileage Trust
which obligate the Manager to provide the Platinum Class with administrative
services either directly or through the various broker-dealers that offer
Platinum Class shares. These services include, but are not limited to, the
payment of fees for record maintenance, forwarding shareholder communications to
the shareholders and aggregating and processing orders for the purchase and
redemption of Platinum Class shares. As compensation for these services, the
Manager receives an annualized fee of up to 0.50% and 0.55% of the net assets of
the Platinum Class of the AAdvantage Funds and the Mileage Fund, respectively.
The fee is payable quarterly in arrears.

DISTRIBUTION PLAN -- The AAdvantage Trust and the Mileage Trust have each
adopted a Platinum Class distribution plan (the "Plans") pursuant to Rule 12b-1
under the 1940 Act which will continue in effect so long as approved at least
annually by a majority of the applicable Board's Trustees, including the
affirmative votes of a majority of the Independent Trustees of the applicable
Board, cast in person at a meeting called for the purpose of considering such
approval, or by the vote of shareholders of the Platinum Class. The Plans may be
terminated with respect to a particular Platinum Class at any time, without
payment of any penalty, by a vote of a majority of the Independent Trustees of
the applicable Board or by a vote of a majority of the outstanding voting
securities of that class.

The Plans provide that each Platinum Class will pay 0.25% per annum of its
average daily net assets to the Manager (or another entity approved by the
applicable Board) for distribution-related services. The fee will be payable
quarterly in arrears without regard to whether the amount of the fee is more or
less than the actual expenses incurred in a particular quarter by the entity for
the services provided pursuant to the Plans. The Plans authorize AMR, or any
other entity approved by the applicable Board, to spend 12b-1 fees on any
activities or expenses intended to result in

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the sale or servicing of Platinum Class shares including but not limited to,
advertising, expenses of various broker-dealers relating to selling efforts,
transfer agency fees and the preparation and distribution of advertising
material and sales literature. In addition, the Mileage Fund's Plan authorizes
expenses incurred in connection with participation in the American Airlines
AAdvantage Travel Awards Program.

ALLOCATION OF FUND EXPENSES -- Expenses of each Fund generally are allocated
equally among the shares of that Fund, regardless of class. However, certain
expenses approved by the applicable Board will be allocated solely to the class
to which they relate.

PRINCIPAL UNDERWRITER -- BROKERS TRANSACTION SERVICES, INC. ("BTS"), 7001
Preston Road, Dallas, Texas, 75205 serves as the principal underwriter of the
AAdvantage Trust and the Mileage Trust.

CUSTODIAN AND TRANSFER AGENT -- NATIONSBANK OF TEXAS, N.A., Dallas, Texas,
serves as custodian for the Portfolios and the Funds and as transfer agent for
the Platinum Class.

INDEPENDENT AUDITOR -- The independent auditor for the AAdvantage Trust, the
Mileage Trust and the AMR Trust is ERNST & YOUNG LLP, Dallas, Texas.

AADVANTAGE(R) MILES

AAdvantage miles will be posted monthly in arrears to each shareholder's
AAdvantage account based on the shareholder's average daily account balance
during the previous month. Miles are posted at an annual rate of one mile per
$10 maintained in the Mileage Fund. Mileage is calculated on the average daily
balance and posted monthly. The average daily balance is calculated by adding
each day's balance and dividing by the number of days in the month. For example,
the average daily balance on a $50,000 account funded on the 16th day of a month
having 30 days (and maintained at that balance through the end of the month)
would be $25,000. Mileage received for that month would be 208 miles. If the
same balance were maintained through the next month, the average daily balance
would be $50,000, and the mileage would be 417 miles that month and every month
the $50,000 investment was maintained in the Mileage Fund. These miles appear on
subsequent AAdvantage program statements.

In the case of Trust Accounts, AAdvantage miles will be posted only in a
trustee's individual name, and not in the name of the Trust Account. Before
investing in a Fund,

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trustees of the Trust Accounts should consult their own legal and tax advisers
as to the tax effect of this arrangement and whether this arrangement is
consistent with their legal duties as trustees. American Airlines has informed
the Funds that in administering an AAdvantage member's AAdvantage account, it
shall not be required to distinguish between AAdvantage miles accumulated by the
individual in his/her capacity as trustee to a Trust Account from AAdvantage
miles accumulated in an individual capacity or from other sources.

The Manager reserves the right to discontinue the posting of AAdvantage
miles or to change the mileage calculation at any time upon notice to
shareholders. See also "Dividends and Tax Matters."

HOW TO PURCHASE SHARES

Platinum Class shares are sold on a continuous basis at net asset value through
selected financial services firms ("firms"). The Platinum Class has established
a minimum initial investment of $1,000 and $100 minimum for subsequent
investments, but these minimums may be changed at any time at the AAdvantage
Trust's or the Mileage Trust's discretion.

Orders for purchase of Platinum Class shares received by wire transfer in
the form of federal funds will be effected at the next determined net asset
value. Shares are offered and orders are accepted for the Money Market Fund and
the Mileage Fund until 3:00 p.m. Eastern time Monday through Friday, excluding
the following business holidays: New Year's Day, Martin Luther King's Birthday,
President's Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Columbus Day, Veterans Day, Thanksgiving Day and Christmas Day ("Business Day").
Shares are offered and orders are accepted for the U.S. Treasury Money Market
Fund until 12:30 p.m. Eastern time and for the Municipal Money Market Fund until
12:00 p.m. Eastern time on each Business Day. These purchases will receive that
day's dividend. Orders for purchase accompanied by a check or other negotiable
bank draft will be accepted and effected as of 3:00 p.m. Eastern time on the
next Business Day following receipt and such shares will receive the dividend
for the Business Day following the day the purchase is effected. If an order is
accompanied by a check drawn on a foreign bank, funds must

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normally be collected from such check before shares will be purchased. The
AAdvantage Trust and the Mileage Trust reserve the right to reject any order for
the purchase of shares and to limit or suspend, without prior notice, the
offering of shares.

Firms provide varying arrangements for their clients with respect to the
purchase and redemption of Platinum Class shares and the confirmation thereof
and may arrange with their clients for other investment or administrative
services. Such firms are responsible for the prompt transmission of purchase and
redemption orders. Some firms may establish higher or lower minimum investment
requirements than set forth above. Such firms may independently establish and
charge additional amounts to their clients for their services, which charges
would reduce their clients' yield or return. Firms also may hold Platinum Class
shares in nominee or street name as agent for and on behalf of their clients. In
such instances, the transfer agent will have no information with respect to or
control over the accounts of specific shareholders. Such shareholders may obtain
access to their accounts and information about their accounts only from their
firm. Certain of these firms may receive compensation from the Manager for
recordkeeping and other expenses relating to these nominee accounts. In
addition, certain privileges with respect to the purchase and redemption of
shares (such as check writing) may not be available through such firms or may
only be available subject to certain conditions or limitations. Some firms may
participate in a program allowing them access to their clients' accounts for
servicing, including, without limitation, transfers of registration and dividend
payee changes, and may perform functions such as generation of confirmation
statements and disbursements of cash dividends.

HOW TO REDEEM SHARES

Shareholders should contact the firm through which their shares were purchased
for redemption instructions. Shares of a Fund may be redeemed by telephone, by
writing a check, by pre-authorized automatic redemption or by mail on any
Business Day. Shares will be redeemed at the net asset value next calculated
after the applicable Fund has received and accepted the redemption request.
Proceeds from a redemption of shares purchased by check or pre-authorized
automatic purchase may be withheld until the funds have cleared, which may take
up to 15 days. Although the Funds intend to redeem shares in cash, each Fund
reserves the right to pay the redemption price in whole or in part by a
distribution of readily marketable securities held by the applicable Fund's
corresponding Portfolio. See the SAI for further information concerning
redemptions in kind.

Firms may charge a fee for wire redemptions to cover transaction costs.
Redemption proceeds will generally be sent within one Business Day, as
applicable. However, if making immediate payment could adversely affect a Fund,
it may take up to seven days to send payment.

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To ensure acceptance of a redemption request, be sure to adhere to the
following procedures.

REDEEMING BY CHECK -- Upon request, shareholders will be provided with drafts to
be drawn on a Fund ("Redemption Checks"). Redemption Checks may be made payable
to the order of any person for an amount not less than $250 and not more than $5
million. When a Redemption Check is presented for payment, a sufficient number
of full and fractional shares in the shareholder's account will be redeemed at
the next determined net asset value to cover the amount of the Redemption Check.
This will enable the shareholder to continue earning dividends until the Fund
receives the Redemption Check. A shareholder wishing to use this method of
redemption must complete and file an account application which is available from
the Funds or firm through which shares were purchased. Redemption Checks should
not be used to close an account since the account normally includes accrued but
unpaid dividends. The Funds reserve the right to terminate or modify this
privilege at any time. This privilege may not be available through some firms
that distribute shares of the Funds. In addition, firms may impose minimum
balance requirements in order to obtain this feature. Firms also may impose fees
on investors for this privilege or, if approved by the Funds, establish
variations on minimum check amounts.

Unless one signer is authorized on the account application, Redemption
Checks must be signed by all shareholders. Any change in the signature
authorization must be made by written notice to the firm. Shares purchased by
check or through an Automated Clearing House ("ACH") transaction may not be
redeemed by Redemption Check until the shares have been on the Fund's books for
at least 15 days. The Funds reserve the right to terminate or modify this
privilege at any time.

The Funds may refuse to honor Redemption Checks whenever the right of
redemption has been suspended or postponed, or whenever the account is otherwise
impaired. A $15 service fee will be charged when a Redemption Check is presented
to redeem Fund shares in excess of the value of that Fund account or for an
amount less than $250 or when a Redemption Check is presented that would require
redemption of shares that were purchased by check or ACH transaction within 15
days. A fee of $12 will be charged when "stop payment" of a Redemption Check is
requested. Firms may charge different service fees.

PRE-AUTHORIZED AUTOMATIC REDEMPTIONS -- Shareholders purchasing through some
firms can arrange to have a pre-authorized amount ($100 or more) redeemed from
their shareholder account and automatically deposited into a bank account on one
or more specified day(s) of each month. For more information regarding
pre-authorized automatic redemptions, contact your firm.

FULL REDEMPTIONS -- Unpaid dividends credited to an account up to the date of
redemption of all shares of a Fund generally will be paid at the time of
redemption.

PROSPECTUS

23
<PAGE> 168

VALUATION OF SHARES

The net asset value of each share (share price) of the Funds is determined as of
4:00 p.m. Eastern time on each Business Day. The net asset value of Platinum
Class Shares of the Funds will be determined based on a pro rata allocation of
the Fund's corresponding Portfolio's investment income, expenses and total
capital gains and losses. The allocation will be based on comparative net asset
value at the beginning of the day except for expenses related solely to one
class of shares ("Class Expenses") which will be borne only by the appropriate
class of shares. Because of Class Expenses, the net income attributable to and
the dividends payable may be different for each class of shares.

Obligations held by the Portfolios are valued in accordance with the
amortized cost method, which is designed to enable those Portfolios and their
corresponding Funds to maintain a consistent $1.00 per share net asset value.
The amortized cost method is described in the SAI.

DIVIDENDS AND TAX MATTERS

Dividends paid on each class of a Fund's shares are calculated at the same time
and in the same manner. All of each Fund's net investment income and net
short-term capital gain, if any, generally will be declared as dividends on each
Business Day immediately prior to the determination of the net asset value.
Dividends generally are paid on the first Business Day of the following month. A
Fund's net investment income attributable to the Platinum Class consists of that
class' pro rata share of the Fund's share of interest accrued and discount
earned on its corresponding Portfolio's securities, less amortization of
premium, and the estimated expenses of both the Portfolio and the Fund
attributable to the Platinum Class. The Portfolios do not expect to realize net
capital gain, therefore the Funds do not foresee paying any capital gain
distributions. If any Fund (either directly or indirectly through its
corresponding Portfolio) incurred or anticipated any unusual expenses, loss or
depreciation that would adversely affect its net asset value or income for a
particular period, the Board would at that time consider whether to adhere to
the dividend policy described above or to revise it in the light of the then
prevailing circumstances.

Unless a shareholder elects otherwise on the account application, all
dividends on a Fund's Platinum Class shares will be automatically declared and
paid in additional Platinum Class shares of that Fund. However, a shareholder
may choose to have dividends paid in cash. An election may be changed at any
time by delivering written notice to your firm at least ten days prior to the
payment date for a dividend.

PROSPECTUS

24
<PAGE> 169

Each Fund is treated as a separate corporation for federal income tax
purposes and intends to continue to qualify for treatment as a regulated
investment company under the Internal Revenue Code of 1986, as amended. In each
taxable year that a Fund so qualifies, the Fund (but not its shareholders) will
be relieved of federal income tax on that part of its investment company taxable
income (generally, taxable net investment income plus any net short-term capital
gain) that it distributed to its shareholders. However, a Fund will be subject
to a nondeductible 4% excise tax to the extent that it fails to distribute by
the end of any calendar year substantially all of its ordinary income for that
calendar year and its net capital gain for the one-year period ending on October
31 of that year, plus certain other amounts. For these and other purposes,
dividends declared by a Fund in December of any year and payable to shareholders
of record on a date in that month will be deemed to have been paid by the Fund
and received by the shareholders on December 31 of that year if they are paid by
the Fund during the following January. Each Portfolio has received a ruling from
the Internal Revenue Service that it is classified for federal income tax
purposes as a partnership; accordingly, no Portfolio is subject to federal
income tax.

Dividends from a Fund's investment company taxable income will be taxable to
its shareholders as ordinary income to the extent of the Fund's earnings and
profits, whether received in cash or paid in additional Platinum Class shares.
Distributions by the Municipal Money Market Fund that it designates as
"exempt-interest dividends" generally may be excluded from gross income by its
shareholders. If the Municipal Money Market Portfolio earns taxable income from
any of its investments, the Municipal Money Market Fund's share of that income
will be distributed to its shareholders as a taxable dividend. To the extent
that Portfolio invests in certain private activity obligations, that Fund's
shareholders will be required to treat a portion of its dividends as a "tax
preference item" in determining their liability for the AMT. Exempt-interest
dividends also may be subject to tax under state and local tax laws. Because
some states exempt from tax the interest on their own obligations and
obligations of governmental agencies of and municipalities in the state,
shareholders will receive tax information each year regarding the Municipal
Money Market Fund's exempt-interest income by state. Interest on indebtedness
incurred or continued by a shareholder to purchase or carry shares of that Fund
is not deductible.

Each Fund notifies its shareholders following the end of each calendar year
of the amounts of dividends paid (or deemed paid) that year. The notice sent by
the Municipal Money Market Fund specifies the amounts of exempt-interest
dividends (and the portion thereof, if any, that is a tax preference item for
purposes of the AMT) and any taxable dividends. The Manager expects that the
Mileage Fund also will notify its shareholders that their taxable dividends for
each year include a nominal amount reflecting the value of AAdvantage Miles
credited to their accounts, which are deemed by the Internal Revenue Service to
constitute taxable distributions by the Fund. Each Fund is required to withhold
31% of all taxable dividends payable to any individuals and certain other
non-corporate shareholders who do not provide the Fund

PROSPECTUS

25
<PAGE> 170

with a correct taxpayer identification number or who otherwise are subject to
back-up withholding.

The foregoing is only a summary of some of the important tax considerations
generally affecting the Funds and their shareholders. Prospective investors are
urged to consult their own tax advisers regarding specific questions as to the
effect of federal, state or local income taxes on any investment in the
AAdvantage Trust or the Mileage Trust or any tax consequences as a result of the
receipt of AAdvantage miles. For further tax information, see the SAI.

GENERAL INFORMATION

The AAdvantage Trust currently is comprised of eight separate investment
portfolios and the Mileage Trust currently is comprised of seven separate
investment portfolios. Each AAdvantage Fund is comprised of three classes of
shares. The Mileage Fund is comprised of two classes of shares. Shares of each
AAdvantage Fund and each Mileage Fund can be issued in an unlimited number. Each
AAdvantage Fund and Mileage Fund share represents an equal proportionate
beneficial interest in that Fund and is entitled to one vote. Only shares of a
particular class may vote on matters affecting that class. Only shares of a
particular Fund may vote on matters affecting that Fund. All shares of a Trust
vote on matters affecting that Trust as a whole. Share voting rights are not
cumulative, and shares have no preemptive or conversion rights. Shares of the
AAdvantage Trust and the Mileage Trust are nontransferable.

On most issues subjected to a vote of a Portfolio's interest holders, as
required by the 1940 Act, its corresponding Fund will solicit proxies from its
shareholders and will vote its interest in the Portfolio in proportion to the
votes cast by the Fund's shareholders. Because a Portfolio interest holder's
votes are proportionate to its percentage interests in that Portfolio, one or
more other Portfolio investors could, in certain instances, approve an action
against which a majority of the outstanding voting securities of its
corresponding Fund had voted. This could result in that Fund's redeeming its
investment in its corresponding Portfolio, which could result in increased
expenses for that Fund. Whenever the shareholders of a Fund are called to vote
on matters related to its corresponding Portfolio, the Board shall vote shares
for which they receive no voting instructions in the same proportion as the
shares for which they do receive voting instructions. Any information received
from a Portfolio in the Portfolio's report to shareholders will be provided to
the shareholders of its corresponding Fund.

As Massachusetts business trusts, the AAdvantage Trust and the Mileage Trust
are not obligated to conduct annual shareholder meetings. However, the Trusts
will hold special shareholder meetings whenever required to do so under the
federal securities

PROSPECTUS

26
<PAGE> 171

laws or their Declarations of Trust or By-Laws. Trustees of either Trust can be
removed by a shareholder vote at special shareholder meetings.

SHAREHOLDER COMMUNICATIONS

Shareholders will receive periodic reports, including annual and semi-annual
reports which will include financial statements showing the results of the
Funds' operations and other information. The financial statements of the
AAdvantage Trust, the Mileage Trust and the AMR Trust will be audited by Ernst &
Young LLP, independent auditor, at least annually. Shareholder inquiries and
requests for information regarding the other investment companies which also
invest in the AMR Trust should be made by contacting your firm or by calling
(800) 388-3344 or by writing to the Funds at P.O. Box 619003, MD 5645,
Dallas/Fort Worth Airport, Texas 75261-9003.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND IN SALES
LITERATURE SPECIFICALLY APPROVED BY OFFICERS OF THE AADVANTAGE TRUST AND THE
MILEAGE TRUST FOR USE IN CONNECTION WITH THE OFFER OF ANY FUND'S SHARES, AND, IF
GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON
AS HAVING BEEN AUTHORIZED BY THE FUNDS. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER IN ANY JURISDICTION IN WHICH, OR TO ANY PERSON TO WHOM, SUCH OFFERING MAY
NOT LAWFULLY BE MADE.

American AAdvantage Funds is a registered service mark and American
AAdvantage Mileage Funds is a service mark of AMR Corporation. Mileage Class and
American AAdvantage Money Market Fund are registered service marks and Platinum
Class, PlanAhead Class, American AAdvantage Money Market Mileage Fund, American
AAdvantage Municipal Money Market Fund and American AAdvantage U.S. Treasury
Money Market Fund are service marks of AMR Investment Services, Inc.

PROSPECTUS

27
<PAGE> 172

AMERICAN
AADVANTAGE FUNDS(R)

-- Platinum Class --(SM)

AMERICAN AADVANTAGE
MILEAGE FUNDS(SM)

-- Platinum Class --

P.O. Box 619003
Dallas/Fort Worth Airport, Texas
75261-9003

Available through

[LOGO]

SOUTHWEST SECURITIES
MEMBER: NEW YORK STOCK EXCHANGE

1201 Elm Street, Suite 3500
Dallas, Texas
75270

(800) 973-7977
<PAGE> 173
STATEMENT OF ADDITIONAL INFORMATION

AMERICAN AADVANTAGE FUNDS

AMERICAN AADVANTAGE MILEAGE FUNDS

-- PLATINUM CLASS(SM) --

MAY 1, 1996

The American AAdvantage Money Market Fund(SM) (the "Money Market
Fund"), the American AAdvantage Municipal Money Market Fund(SM) (the "Municipal
Money Market Fund"), and the American AAdvantage U.S. Treasury Money Market
Fund(SM) (the "U.S. Treasury Money Market Fund") are three separate investment
portfolios of the American AAdvantage Funds (the "AAdvantage Trust"). The
American AAdvantage Money Market Mileage Fund (the "Mileage Fund") is a
separate investment portfolio of the American AAdvantage Mileage Funds (the
"Mileage Trust") (individually, a "Fund" and, collectively, the "Funds"). The
AAdvantage Trust and the Mileage Trust (collectively the "Trusts") are
open-end, diversified management investment companies. Each Fund consists of
multiple classes of shares designed to meet the needs of different groups of
investors. This Statement of Additional Information ("SAI") relates only to
the Platinum Class of the Funds.

Each Fund seeks its investment objective by investing all of its
investable assets in a corresponding portfolio (individually, a "Portfolio"
and, collectively, the "Portfolios") of the AMR Investment Services Trust ("AMR
Trust") that has a similar name and an identical investment objective to the
investing Fund.

This SAI should be read in conjunction with the Platinum Class
prospectus dated May 1, 1996 ("Prospectus"), a copy of which may be obtained
without charge by calling (800) 973-7977.

This SAI is not a prospectus and is authorized for distribution to
prospective investors only if preceded or accompanied by a current Prospectus.

INVESTMENT RESTRICTIONS

Each Fund has the following fundamental investment policy that enables
it to invest in a corresponding Portfolio of the AMR Trust:

Notwithstanding any other limitation, the Fund may invest all
of its investable assets in an open-end management investment
company with substantially the same investment objectives,
policies and limitations as the Fund. For this purpose, "all
of the Fund's investable assets" means that the only
investment securities that will be held by the Fund will be
the Fund's interest in the investment company.

All other fundamental investment policies and the non-fundamental
policies of each Fund and its corresponding Portfolio are identical.
Therefore, although the following discusses the investment policies of each
Portfolio and the AMR Trust's Board of Trustees ("AMR Trust Board"), it applies
equally to each Fund and the AAdvantage Trust's Board of Trustees ("AAdvantage
Board") and the Mileage Trust's Board of Trustees ("Mileage Trust Board"), as
applicable.

No Portfolio may:
<PAGE> 174
1. Purchase or sell real estate or real estate limited
partnership interests, provided, however, that the Portfolio
may invest in securities secured by real estate or interests
therein or issued by companies which invest in real estate or
interests therein when consistent with the other policies and
limitations described in the Prospectus.

2. 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 Prospectus.

3. Engage in the business of underwriting securities issued by
others except to the extent that, in connection with the
disposition of securities, the Portfolio may be deemed an
underwriter under federal securities law.

4. Make loans to any person or firm, provided, however, that the
making of a loan shall not be construed to include (i) the
acquisition for investment of bonds, debentures, notes or
other evidences of indebtedness of any corporation or
government which are publicly distributed or (ii) the entry
into repurchase agreements and further provided, however, that
each Portfolio may lend its investment securities to
broker-dealers or other institutional investors in accordance
with the guidelines stated in the Prospectus.

5. Purchase from or sell portfolio securities to its officers,
Trustees or other "interested persons" of the AMR Trust, as
defined in the Investment Company Act of 1940 ("1940 Act"),
including its investment advisers and their affiliates, except
as permitted by the 1940 Act and exemptive rules or orders
thereunder.

6. Issue senior securities except that the Portfolio may engage
in when-issued and forward commitment transactions.

7. 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. In addition, although not a fundamental policy,
the Portfolios intend to repay any money borrowed before any
additional portfolio securities are purchased. See "Other
Information" for a further description regarding reverse
repurchase agreements.

The corresponding Money Market Portfolio of the AMR Trust (the "Money
Market Portfolio"), as a fundamental policy, is restricted from purchasing the
securities of other investment companies except in connection with a merger,
consolidation, acquisition of assets or other reorganization approved by the
Portfolio's interest holders.

The following non-fundamental investment restrictions apply to each
Portfolio and may be changed with respect to a Portfolio by a majority vote of
the AMR Trust Board. No Portfolio may:

1. Purchase securities on margin, effect short sales (except that
the Portfolio may obtain such short-term credits as may be necessary
for the clearance of purchases or sales of securities) or purchase or
sell call options or engage in the writing of such options.

TRUSTEES AND OFFICERS

The Board provides broad supervision over the Trust's affairs. AMR
Investment Services, Inc. (the "Manager") is responsible for the management of
AMR Trust assets and the administration of each Trust's

2
<PAGE> 175

assets, and each Trust's officers are responsible for the respective Trust's
operations. The Trustees and officers of the Trusts and the AMR Trust are
listed below, together with their principal occupations during the past five
years. Unless otherwise indicated, the address of each person listed below is
4333 Amon Carter Boulevard, MD 5645, Fort Worth, Texas 76155.

<TABLE>
<CAPTION>
POSITION WITH
NAME, AGE AND ADDRESS EACH TRUST PRINCIPAL OCCUPATION DURING PAST 5 YEARS
--------------------- ------------- ----------------------------------------
<S> <C> <C>
William F. Quinn* (48) Trustee and President, AMR Investment Services, Inc. (November
President 1986-Present); Chairman, American Airlines
Employees Federal Credit Union (October 1989-
Present); Trustee, American Performance Funds
(September 1990-July 1994); Director, Crescent
Real Estate Equities, Inc. (April 1994 - Present).

David G. Fox (72) Trustee Director, Capstead Mortgage Company (1985-1994);
5949 Sherry Lane Director, Southwestern Medical Foundation (1984-
Suite 1220, LB 125 Present); Trustee, Shelter Ministries of Dallas
Dallas, Texas 75225-6521 (1993-Present); Member, Dallas Citizens Council
(1967- Present); President, Dallas County
Historical Foundation (1987-1993); Chairman of the
Board, Sensible Metropolitan Area Rapid Transit
(1987-1994); Chairman of the Board, State Fair of
Texas (April 1988-April 1993); Owner, David G. Fox
Investments (1985-Present).

John S. Justin (79) Trustee Chairman and Chief Executive Officer, Justin
2821 West Seventh Street Industries, Inc. (a diversified holding company)
Fort Worth, Texas 76107 (1969-Present); Executive Board Member, Blue
Cross/Blue Shield of Texas (1985-Present); Board
Member, Zale Lipshy Hospital (June 1993-Present);
Trustee, Texas Christian University (1980-
Present); Director and Executive Board Member,
Moncrief Radiation Center (1985-Present);
Director, Texas New Mexico Enterprises (1984-
1993); Director, Texas New Mexico Power Company
(1979-1993).

Stephen D. O'Sullivan* (60) Trustee Consultant (July 1994-Present); Vice President and
Controller (April 1985-June 1994), American
Airlines, Inc.
</TABLE>

3
<PAGE> 176

<TABLE>
<S> <C> <C>
Roger T. Staubach (54) Trustee Chairman of the Board and Chief Executive Officer
6750 LBJ Freeway (1982-present) and President (1983-1991) of The
Dallas, TX 75240 Staubach Company (a commercial real estate
company); Director, Halliburton Company (1991-
present); Director, First USA, Inc. (1993-
present); Director, Brinker International (1993-
present); Director, Columbus Realty Trust (1994-
present); Member of the Advisory Board, The
Salvation Army; Member of the Advisory Board,
Dallas International Sports Commission; Member of
the Advisory Board, Hartford Whalers Hockey Club;
Trustee, Institute for Aerobics Research; Member
of Executive Council, Daytop/Dallas; former
quarterback of the Dallas Cowboys professional
football team.

Nancy A. Eckl (33) Vice President Vice President, AMR Investment Services, Inc.
(December 1990-Present).

Michael W. Fields (42) Vice President Vice President, AMR Investment Services, Inc.
(August 1988-Present).

Barry Y. Greenberg (32) Vice President and Director, Legal and Compliance, AMR Investment
Assistant Services, Inc. (July 1995-Present); Branch Chief
Secretary (May 1992-June 1995) and Staff Attorney (August
1988-May 1992), Securities and Exchange Commission
Fort Worth Branch Office.

Rebecca L. Harris (29) Treasurer Director of Finance (May 1995-Present), Controller
(November 1991-April 1995), AMR Investment
Services, Inc.; Financial Analyst, Sabre Travel
Information Network (December 1990-October 1991).

John B. Roberson (37) Vice President Vice President (June 1991-Present), Assistant Vice
President (August 1988-May 1991), AMR Investment
Services, Inc.

Janice B. Schwarz (36) Assistant Senior Compliance Analyst, AMR Investment
Secretary Services, Inc. (December 1990-Present).

Clifford J. Alexander (52) Secretary Partner, Kirkpatrick & Lockhart LLP (law firm)

Robert J. Zutz (43) Assistant Partner, Kirkpatrick & Lockhart LLP (law firm)
Secretary
</TABLE>

* Messrs. Quinn and O'Sullivan, by virtue of their current or former
positions, are deemed to be "interested persons" of the Trust
and the AMR Trust as defined by the 1940 Act.

All Trustees and officers as a group own less than 1% of the
outstanding shares of any of the Funds.

As compensation for their service to the Trusts, the Independent
Trustees and their spouses receive free air travel from American Airlines,
Inc., an affiliate of the Manager and reimbursement for expenses incurred in
attending Board meetings. The Trusts do not pay for these travel arrangements.
However, the Trusts compensate each independent Trustee with payments in an
amount equal to the Trustees' income tax on the

4
<PAGE> 177
value of this free airline travel. These amounts are reflected in the following
table for the fiscal year ended October 31, 1995.

<TABLE>
<CAPTION>
Aggregate Pension or Retirement Estimated
Compensation Benefits Accrued as Annual Total Compensation
From the Part of the Benefits Upon From AAdvantage
Name of Trustee AAdvantage Trust Trusts' Expenses Retirement Funds Complex
--------------- ---------------- ---------------- ---------- -------------
<S> <C> <C> <C> <C>
William F. Quinn $0 $0 $0 $0
David G. Fox $27,511 $0 $0 $27,511
John S. Justin $14,475 $0 $0 $14,475
Stephen D. O'Sullivan $0 $0 $0 $0
Roger T. Staubach(1) $0 $0 $0 $0
</TABLE>

Because the Mileage Trust did not begin active operations until November 1,
1995, it did not incur any trustee expenses for the fiscal year ended October
31, 1995.

MANAGEMENT, ADMINISTRATIVE SERVICES AND DISTRIBUTION FEES

As described more fully in the Prospectus, the Manager is paid a
management fee as compensation for its administrative services, for paying
investment advisory fees and for providing the Portfolios with advisory and
asset allocation services. Management fees for the AAdvantage Trust for the
fiscal years ended October 31 were approximately as follows: 1993, $7,827,000
of which approximately $2,280,000 was paid by the Manager to the other
investment advisers; 1994, $6,950,000 of which approximately $2,965,000 was
paid by the Manager to the other investment advisers; and 1995, $7,603,000 of
which approximately $3,985,000 was paid by the Manager to the other investment
advisers. Management fees in the amount of approximately $214,000 and $29,000
were waived by the Manager during the fiscal years ended October 31, 1994 and
1995, respectively. These amounts include payments by other mutual funds in
the AAdvantage Trust other than the Funds.

In addition to the management fee, the Manager is paid an
administrative services fee for providing administrative and management
services (other than investment advisory services) to the AAdvantage Trust.
Administrative services fees for the AAdvantage Trust for the fiscal years
ended October 31 were approximately as follows: 1993, $1,544,000; 1994,
$1,473,000 and 1995, $2,731,000. Administrative service fees in the amount of
approximately $14,000 and $9,000 were waived by the Manager during the fiscal
years ended October 31, 1994 and 1995, respectively. These amounts include
payments other mutual funds in the AAdvantage Trust other than the Funds.

For the fiscal year ended October 31, 1995, the Mileage Trust did not
pay any management or administrative services fees because it did not commence
active operations until November 1, 1995.

Brokers Transaction Services, Inc., as distributor of the Funds,
receives an annualized fee of $50,000 from the Manager for distributing the
shares of the Trusts.

REDEMPTIONS IN KIND

__________________________________

(1) Mr. Staubach became a Trustee in May 1995 and did not receive tax
reimbursement payments during fiscal year 1995 for his travel during that
year.

5
<PAGE> 178
EXPENSE LIMITATIONS

Subject to certain state law expense limits, each Trust pays all of its
expenses (including its share of the Portfolios' expenses) other than those
expressly assumed by the Manager. The most restrictive state expense limit
currently imposed is 2.5% of a Fund's first $30 million in assets, 2.0% of the
next $70 million in assets and 1.5% of all excess assets. If a Fund's expenses
exceed any applicable state expense limits, the Manager would have to bear such
excess expenses in order for the applicable Trust to continue selling its
shares in that state. Any excess expenses assumed by the Manager can be
reimbursed monthly whenever a Fund's expenses are below applicable expense
limits.

NET ASSET VALUE

It is the policy of the Funds to attempt to maintain a constant price
per share of $1.00. There can be no assurance that a $1.00 net asset value per
share will be maintained. The portfolio instruments held by each Fund's
corresponding Portfolio are valued based on the amortized cost valuation
technique pursuant to Rule 2a-7 under the 1940 Act. This involves valuing an
instrument at its cost and thereafter assuming a constant amortization to
maturity of any discount or premium, even though the portfolio security may
increase or decrease in market value. Such market fluctuations are generally
in response to changes in interest rates. Use of the amortized cost valuation
method requires the Funds' corresponding Portfolios to purchase instruments
having remaining maturities of 397 days or less, to maintain a dollar-weighted
average portfolio maturity of 90 days or less, and to invest only in securities
determined by the AMR Trust Board to be of high quality with minimal credit
risks.

TAX INFORMATION

TAXATION OF THE FUNDS

To qualify for treatment as a regulated investment company ("RIC")
under the Internal Revenue Code of 1986, as amended ("Code"), each Fund (each
of which is treated as a separate corporation for these purposes) must, among
other requirements:

o Derive at least 90% of its gross income each taxable year from
dividends, interest, payments with respect to securities loans
and gains from the sale or other disposition of securities or
certain other income ;

o Derive less than 30% of its gross income each taxable year
from the sale or other disposition of securities that are not
directly related to the Fund's principal business of investing
in securities, that are held for less than three months
("Short-Short Limitation");

o Diversify its investments in securities within certain
statutory limits; and

o Distribute annually to its shareholders at least 90% of its
investment company taxable income (generally, taxable net
investment income plus net short-term capital gain) plus, in
the case of the Municipal Money Market Fund, net interest
income excludable from gross income under Section 103(a) of
the Code ("Distribution Requirement").

TAXATION OF THE PORTFOLIOS

The Portfolios have received a ruling from the IRS to the effect that,
among other things, each Portfolio is treated as a separate partnership for
federal income tax purposes and is not a "publicly traded partnership." As a
result, no Portfolio is subject to federal income tax; instead, each investor
in a Portfolio, such as a Fund, is required to take into account in determining
its federal income tax liability its share of the Portfolio's

6
<PAGE> 179
income, gains, losses, deductions, credits and tax preference items, without
regard to whether it has received any cash distributions from the Portfolio.

Because the ruling from the IRS provides, as noted above, that each
Fund is deemed to own a proportionate share of its corresponding Portfolio's
assets and income for purposes of determining whether the Fund satisfies the
requirements to qualify as a RIC, each Portfolio intends to conduct its
operations so that its corresponding Fund will be able to satisfy all those
requirements.

Distributions to a Fund from its corresponding Portfolio (whether
pursuant to a partial or complete withdrawal or otherwise) will not result in
the Fund's recognition of any gain or loss for federal income tax purposes,
except that (1) gain will be recognized to the extent any cash that is
distributed exceeds the Fund's basis for its interest in the Portfolio before
the distribution, (2) income or gain will be recognized if the distribution is
in liquidation of the Fund's entire interest in the Portfolio and includes a
disproportionate share of any unrealized receivables held by the Portfolio and
(3) loss will be recognized if a liquidation distribution consists solely of
cash and/or unrealized receivables. A Fund's basis for its interest in its
corresponding Portfolio generally will equal the amount of cash and the basis
of any property the Fund invests in the Portfolio, increased by the Fund's
share of the Portfolio's net income and gains and decreased by (a) the amount
of cash and the basis of any property the Portfolio distributes to the Fund and
(b) the Fund's share of the Portfolio's losses.

The Municipal Money Market Fund's corresponding Portfolio may acquire
zero coupon or other securities issued with original issue discount. As an
investor in the Portfolio that holds those securities, the Municipal Money
Market Fund would have to include in its income its share of the original issue
discount that accrues on the securities during the taxable year, even if the
Portfolio (and, hence, the Fund) receives no corresponding payment on the
securities during the year. Because each Fund annually must distribute
substantially all of its investment company taxable income, including any
original issue discount, to satisfy the Distribution Requirement and avoid
imposition of the 4% excise tax described in the Prospectus, the Municipal
Money Market Fund may be required in a particular year to distribute as a
dividend an amount that is greater than the total amount of cash it actually
receives. Those distributions would be made from the Fund's cash assets, if
any, or the proceeds of redemption of a portion of the Municipal Money Market
Fund's interest in its corresponding Portfolio (which redemption proceeds would
be paid from the Portfolio's cash assets or the proceeds of sales of portfolio
securities, if necessary). The Portfolio might realize capital gains or losses
from any such sales, which would increase or decrease the Municipal Money
Market Fund's investment company taxable income and/or net capital gain (the
excess of net long-term capital gain over net short-term capital loss). In
addition, any such gains might be realized on the disposition of securities
held for less than three months. Because of the Short-Short Limitation
applicable to the Fund, any such gains would reduce the Portfolio's ability to
sell other securities held for less than three months that it might wish to
sell in the ordinary course of its portfolio management.

TAXATION OF THE FUNDS' SHAREHOLDERS

Distributions by the Municipal Money Market Fund of the amount by
which income on tax-exempt securities exceeds certain amounts disallowed as
deductions, designated by it as "exempt-interest dividends," generally may be
excluded from gross income by its shareholders. Dividends paid by the
Municipal Money Market Fund will qualify as exempt- interest dividends if, at
the close of each quarter of its taxable year, at least 50% of the value of its
total assets (including its share of the Municipal Money Market Portfolio's
assets) consists of securities the interest on which is excludable from gross
income under Section 103(a) of the Code. The Municipal Money Market Fund
intends to continue to satisfy this requirement. The aggregate dividends
excludable from shareholders' gross income may not exceed the Municipal Money
Market Fund's net tax-exempt income. The shareholders' treatment of dividends
from the Municipal Money Market Fund under local and state income tax laws may
differ from the treatment thereof under the Code.

Exempt-interest dividends received by a corporate shareholder may be
indirectly subject to the alternative minimum tax. In addition, entities or
persons who are "substantial users" (or persons related to "substantial users")
of facilities financed by private activity bonds ("PABs") or industrial
development bonds ("IDBs") should consult their tax advisers before purchasing
shares of the Municipal Money Market Fund because, for users of certain of
these facilities, the interest on those bonds is not exempt from federal income
tax. For these purposes, the term "substantial user" is defined generally to
include a "non-exempt person" who regularly uses in trade or business a part of
a facility financed from the proceeds of PABs or IDBs.

7
<PAGE> 180

YIELD AND TOTAL RETURN QUOTATIONS

The Platinum Class of the AAdvantage Trust commenced operations on
November 7, 1995 and the Platinum Class of the Mileage Trust commenced
operations on January 29, 1996. For purposes of advertising performance, and
in accordance with Securities and Exchange Commission staff interpretations,
the Funds in the AAdvantage Trust have adopted the performance of the
Institutional Class of the Funds in the AAdvantage Trust for periods prior to
the inception date. The Mileage Fund has adopted the performance of the
American AAdvantage Money Market Mileage Fund - Mileage Class for periods prior
to the inception date. The performance figures for the Platinum Class will be
lower, because the performance figures for the other classes (except for the
Mileage Fund) do not reflect the 12b-1 fees, Administrative Services Plan fees
or other class expenses that will be borne by the Platinum Class.

A quotation of yield on shares of the Funds may appear from time to
time in advertisements and in communications to shareholders and others.
Quotations of yields are indicative of yields for the limited historical period
used but not for the future. Yield will vary as interest rates and other
conditions change. Yield also depends on the quality, length of maturity and
type of instruments invested in by the Funds, and the applicable Fund's
operating expenses. A comparison of the quoted yields offered for various
investments is valid only if yields are calculated in the same manner. In
addition, other similar investment companies may have more or less risk due to
differences in the quality or maturity of securities held.

The yields of the Funds may be calculated in one of two ways:

(1) Current Yield--the net average annualized return without
compounding accrued interest income. For a 7-day current yield, this
is computed by dividing the net change in value over a 7 calendar-day
period of a hypothetical account having one share at the beginning of
a 7 calendar-day period by the value of the account at the beginning
of this period to determine the "base period return". The quotient is
multiplied by 365 divided by 7 and stated to two decimal places. A
daily current yield is calculated by multiplying the net change in
value over one day by 365 and stating it to two decimal places.
Capital changes, such as realized gains and losses from the sale of
securities and unrealized appreciation and depreciation, are excluded
in calculating the net change in value of an account, but this
calculation includes the aggregate fees and other expenses that are
charged to all shareholder accounts in a Fund. In determining the net
change in value of a hypothetical account, this value is adjusted to
reflect the value of any additional shares purchased with dividends
from the original share and dividends declared on both the original
share and any such additional shares.

(2) Effective Yield--the net average annualized return as computed
by compounding accrued interest income. In determining the 7-day
effective yield, a Fund will compute the "base period return" in the
same manner used to compute the "current yield" over a 7 calendar-day
period as described above. One is then added to the base period
return and the sum is raised to the 365/7 power. One is subtracted
from the result, according to the following formula:

EFFECTIVE YIELD = [ (BASE PERIOD RETURN + 1)365/7 ] - 1

The current and effective yields for the Funds are as follows:

8
<PAGE> 181

<TABLE>
<CAPTION>
Current daily Current yield for Effective yield for
yield as of the seven-day the seven-day
February 29, period ended period ended
1996 February 29, 1996 February 29, 1996
<S> <C> <C> <C>
Platinum Class
--------------
Money Market Fund 4.70% 4.65% 4.76%
Municipal Money Market Fund 2.69% 2.70% 2.74%
U.S. Treasury Money Market Fund 4.54% 4.45% 4.55%
Mileage Fund 4.54% 4.49% 4.59%
</TABLE>

The Municipal Money Market Fund may also advertise a tax-equivalent
current and effective yield. The tax- equivalent yields are calculated as
follows:

CURRENT YIELD/(1 - APPLICABLE TAX RATE) = CURRENT TAX-EQUIVALENT YIELD

EFFECTIVE YIELD/(1 - APPLICABLE TAX RATE) = EFFECTIVE TAX-EQUIVALENT YIELD

Based on these formulas, the current and effective tax-equivalent yields for
the Municipal Money Market Fund for the seven day period ending February 29,
1996 were 4.47% and 4.54%, respectively (based upon a 39.6% personal tax rate).

The advertised total return for a class of a Fund would be calculated
by equating an initial amount invested in a class of a Fund to the ending
redeemable value, according to the following formula:

P(1 + T)n= ERV

Based on this formula, annualized total returns were as follows for
the periods indicated:

<TABLE>
<CAPTION>
For the one- For the period from
year period For the five-year the commencement of
ended period ended active operations
February 29, February 29, through February 29,
1996(1) 1996(1)(2) 1996(1)

<S> <C> <C> <C>
Platinum Class
--------------
Money Market Fund 5.77% 4.74% 6.22%
Municipal Money Market Fund 3.58% N/A 3.09%
U.S. Treasury Money Mkt. Fund 5.48% N/A 4.11%
Mileage Fund 5.57% 4.52% 6.09%
</TABLE>

(1) Performance of the Funds in the AAdvantage Trust represent the
total returns achieved by the Institutional Class from the inception
date of each Fund up to the inception date of the Platinum Class and
the returns of the Platinum Class since the inception date of the
Class (11/7/95). Performance of the Mileage Fund represents the total
returns achieved by the American AAdvantage Money Market Fund -
Institutional Class (9/1/87-10/31/91); the American AAdvantage Money
Market Fund - Mileage Class (11/1/91-10/31/95); the American
AAdvantage Money Market Mileage Fund - Mileage Class (11/1/95-1/28/96)
and the American AAdvantage Money Market Mileage Fund - Platinum Class
since its 1/29/96 inception. Due to different expense ratios, total
returns shown may be higher than they would have been had the Platinum
Class been in place since the inception of the Fund. Inception dates
are as follows: American AAdvantage Money Market Fund -
Institutional Class September 1, 1987; American AAdvantage Municipal
Money Market Fund - Institutional Class, November 10, 1993; and
American AAdvantage U.S. Treasury Money Market Fund - Institutional
Class, March 2, 1992.

(2) The American AAdvantage Municipal Money Market Fund and U.S.
Treasury Money Market Fund had not commenced active operations as of
March 1, 1991.

9
<PAGE> 182
Each Fund also may use "aggregate" total return figures for various
periods which represent the cumulative change in value of an investment in a
Fund for the specific period. Such total returns reflect changes in share
prices of a Fund and assume reinvestment of dividends and distributions.

In reports or other communications to shareholders or in advertising
material, each Fund may from time to time compare its performance with that of
other mutual funds in rankings prepared by Lipper Analytical Services, Inc.,
IBC/Donoghue, Inc. and other similar independent services which monitor the
performance of mutual funds or publications such as the "New York Times" and
the "Wall Street Journal." Advertisements for the Funds may mention that the
Funds offer a variety of investment options. They may also compare the Funds
to federally insured investments such as bank certificates of deposit and
credit union deposits, including the long-term effects of inflation on these
types of investments. Advertisements may also compare the historical rate of
return of different types of investments. Information concerning
broker-dealers who sell the Funds may also appear in advertisements for the
Funds, including their ranking as established by various publications compared
to other broker-dealers.

DESCRIPTION OF THE TRUSTS

The AAdvantage Trust, organized on January 16, 1987, and the Mileage
Trust, organized on February 22, 1995, (originally named American AAdvantage
Funds II), are entities of the type commonly known as a "Massachusetts business
trust". Under Massachusetts law, shareholders of such a trust may, under
certain circumstances, be held personally liable for its obligations. However,
each Trust's Declaration of Trust contains an express disclaimer of shareholder
liability for acts or obligations of the Trust and provides for indemnification
and reimbursement of expenses out of Trust property for any shareholder held
personally liable for the obligations of the Trust. The Declaration of Trusts
also provide that the Trusts may maintain appropriate insurance (for example,
fidelity bonding) for the protection of the Trust, its shareholders, Trustees,
officers, employees and agents to cover possible tort and other liabilities.
Thus, the risk of a shareholder incurring financial loss due to shareholder
liability is limited to circumstances in which both inadequate insurance
existed and the Trust itself was unable to meet its obligations. The Trust has
not engaged in any other business.

CONTROL PERSONS AND 5% SHAREHOLDERS

The following persons own more than 5% of the outstanding shares of a
Fund as of March 31, 1996:

<TABLE>
<CAPTION>
Total Fund
----------
<S> <C>
American AAdvantage Money Market Fund
-------------------------------------
NationsBank Trust Department (Securities Lending Assets) 13%
P.O. Box 83222, BC 492-16
</TABLE>

10
<PAGE> 183

<TABLE>
<S> <C>
American AAdvantage Money Market Fund
-------------------------------------
Dallas, Texas 75283
City of Chicago International Airport Revenue Bonds 7%
Harris Trust and Savings Bank (Indenture Trust Division)
P.O. Box 755
Chicago, Illinois 60690
Alliance Airport Authority 6%
Bank One, Texas, NA (Corporate Trust Department)
500 Throckmorton
Fort Worth, Texas 76113-2604
Dallas/Fort Worth International Airport Revenue Bonds 6%
AmeriTrust Texas, N.A. (Corporate Trust Department)
P.O. Box 2320
Dallas, TX 75221-2320

American AAdvantage U.S. Treasury Money Market Fund
---------------------------------------------------
Lone Star Airport Improvement Authority 8%
First National Bank of Chicago
One First National Place
Chicago, Illinois 60670
Grapevine Industrial Development Corp 7%
First National Bank of Chicago
One First National Place
Chicago, Illinois 60670
Hare & Co. 7%
Bank of New York
One Wall Street
New York, NY 10286
All Saints Hospital 6%
1400 8th Avenue
Fort Worth, Texas 76104
</TABLE>

OTHER INFORMATION

Bank Deposit Notes-Bank deposit notes are obligations of a bank,
rather than bank holding company corporate debt. The only structural
difference between bank deposit notes and certificates of deposit is that
interest on bank deposit notes is calculated on a 30/360 basis as are corporate
notes/bonds. Similar to certificates of deposit, deposit notes represent bank
level investments and, therefore, are senior to all holding company corporate
debt.

Cash Equivalents-Cash equivalents include certificates of deposit,
bearer deposit notes, bankers' acceptances, government obligations, commercial
paper, short-term corporate debt securities and repurchase agreements.

Certificates of Deposit-Certificates of deposit are issued against
funds deposited in an eligible bank (including its domestic and foreign
branches, subsidiaries and agencies), are for a definite period of time, earn a
specified rate of return and are normally negotiable.

Commercial Paper-Commercial paper refers to promissory notes
representing an unsecured debt of a corporation or finance company with a fixed
maturity of no more than 270 days.

11
<PAGE> 184

Loan Transactions-Loan transactions involve the lending of securities
to a broker-dealer or institutional investor for its use in connection with
short sales, arbitrages or other security transactions. The purpose of a
qualified loan transaction is to afford a lender the opportunity to continue to
earn income on the securities loaned and at the same time earn fee income or
income on the collateral held by it.

Securities loans will be made in accordance with the following
conditions: (1) the Portfolio must receive at least 100% collateral in the
form of cash or cash equivalents, securities of the U.S. Government and its
agencies and instrumentalities, and approved bank letters of credit; (2) the
borrower must increase the collateral whenever the market value of the loaned
securities (determined on a daily basis) rises above the level of collateral;
(3) the Portfolio must be able to terminate the loan after notice, at any time;
(4) the Portfolio must receive reasonable interest on the loan or a flat fee
from the borrower, as well as amounts equivalent to any dividends, interest or
other distributions on the securities loaned, and any increase in market value
of the loaned securities; (5) the Portfolio may pay only reasonable custodian
fees in connection with the loan; and (6) voting rights on the securities
loaned may pass to the borrower, provided, however, that if a material event
affecting the investment occurs, the AMR Trust Board must be able to terminate
the loan and vote proxies or enter into an alternative arrangement with the
borrower to enable the AMR Trust Board to vote proxies.

While there may be delays in recovery of loaned securities or even a
loss of rights in collateral supplied should the borrower fail financially,
loans will be made only to firms deemed by the AMR Trust Board to be of good
financial standing and will not be made unless the consideration to be earned
from such loans would justify the risk. Such loan transactions are referred to
in this Statement of Additional Information as "qualified" loan transactions.

The cash collateral so acquired through qualified loan transactions
may be invested only in those categories of high quality liquid securities
previously authorized by the AMR Trust Board.

Mortgage-Backed Securities-Mortgage-backed securities consist of both
collateralized mortgage obligations and mortgage pass-through certificates .

Collateralized Mortgage Obligations ("CMOs")-CMOs and
interests in real estate mortgage investment conduits ("REMICs") are debt
securities collateralized by mortgages, or mortgage pass-through securities.
CMOs divide the cash flow generated from the underlying mortgages or mortgage
pass-through securities into different groups referred to as "tranches," which
are then retired sequentially over time in order of priority. The principal
governmental issuers of such securities are the Federal National Mortgage
Association ("FNMA"), a government sponsored corporation owned entirely by
private stockholders and the Federal Home Loan Mortgage Corporation ("FHLMC"),
a corporate instrumentality of the United States created pursuant to an act of
Congress which is owned entirely by Federal Home Loan Banks. The issuers of
CMOs are structured as trusts or corporations established for the purpose of
issuing such CMOs and often have no assets other than those underlying the
securities and any credit support provided. A REMIC is a mortgage securities
vehicle, that holds residential or commercial mortgages and issues securities

12
<PAGE> 185
representing interests in those mortgages. A REMIC may be formed as a
corporation, partnership, or segregated pool of assets. The REMIC itself is
generally exempt from federal income tax, but the income from the mortgages is
reported by investors. For investment purposes, interests in REMIC securities
are virtually indistinguishable from CMOs.

Mortgage Pass-Through Certificates-Mortgage pass-through
certificates are issued by governmental, government-related and private
organizations which are backed by pools of mortgage loans.

(1) Government National Mortgage Association ("GNMA") Mortgage
Pass-Through Certificates ("Ginnie Maes")-GNMA is a wholly-owned U.S.
Government corporation within the Department of Housing and Urban Development.
Ginnie Maes represent an undivided interest in a pool of mortgages that are
insured by the Federal Housing Administration or the Farmers Home
Administration or guaranteed by the Veterans Administration. Ginnie Maes
entitle the holder to receive all payments (including prepayments) of principal
and interest owed by the individual mortgagors, net of fees paid to GNMA and to
the issuer which assembles the mortgage pool and passes through the monthly
mortgage payments to the certificate holders (typically, a mortgage banking
firm), regardless of whether the individual mortgagor actually makes the
payment. Because payments are made to certificate holders regardless of
whether payments are actually received on the underlying mortgages, Ginnie Maes
are of the "modified pass-through" mortgage certificate type. The GNMA is
authorized to guarantee the timely payment of principal and interest on the
Ginnie Maes. The GNMA guarantee is backed by the full faith and credit of the
United States, and the GNMA has unlimited authority to borrow funds from the
U.S. Treasury to make payments under the guarantee. The market for Ginnie Maes
is highly liquid because of the size of the market and the active participation
in the secondary market of security dealers and a variety of investors.

(2) FHLMC Mortgage Participation Certificates ("Freddie
Macs")-Freddie Macs represent interests in groups of specified first lien
residential conventional mortgages underwritten and owned by the FHLMC.
Freddie Macs entitle the holder to timely payment of interest, which is
guaranteed by the FHLMC. The FHLMC guarantees either ultimate collection or
timely payment of all principal payments on the underlying mortgage loans. In
cases where the FHLMC has not guaranteed timely payment of principal, the FHLMC
may remit the amount due because of its guarantee of ultimate payment of
principal at any time after default on an underlying mortgage, but in no event
later than one year after it becomes payable. Freddie Macs are not guaranteed
by the United States or by any of the Federal Home Loan Banks and do not
constitute a debt or obligation of the United States or of any Federal Home
Loan Bank. The secondary market for Freddie Macs is highly liquid because of
the size of the market and the active participation in the secondary market of
the FHLMC, security dealers and a variety of investors.

Municipal Lease Obligations-Municipal lease obligations are issued by
state and local governments and authorities to acquire land and a wide variety
of equipment and facilities. These obligations typically are not fully backed
by the municipality's credit and thus interest may become taxable if the lease
is assigned. If funds are not appropriated for the following year's lease
payments, a lease may terminate with the possibility of default on the lease
obligation. With respect to municipal lease obligations ("MLOs") purchased by
the corresponding Portfolio of the Municipal Money Market Fund, the Board has
established the following guidelines for determining the liquidity of the MLOs
in its portfolio, and, subject to review by the AMR Trust

13
<PAGE> 186
Board, has delegated that responsibility to the investment adviser: (1) the
frequency of trades and quotes for the security; (2) the number of dealers
willing to purchase or sell the security and the number of other potential
buyers; (3) the willingness of dealers to undertake to make a market in the
security; (4) the nature of the marketplace trades; (5) the likelihood that the
marketability of the obligation will be maintained through the time the
security is held by the Portfolio; (6) the credit quality of the issuer and the
lessee; (7) the essentiality to the lessee of the property covered by the lease
and (8) for unrated MLOs, the MLOs' credit status analyzed according to the
factors reviewed by rating agencies.

Private Activity Obligations-Private activity obligations are issued
to finance, among other things, privately operated housing facilities,
pollution control facilities, convention or trade show facilities, mass
transit, airport, port or parking facilities and certain facilities for water
supply, gas, electricity or sewage or solid waste disposal. Private activity
obligations are also issued to privately held or publicly owned corporations in
the financing of commercial or industrial facilities. The principal and
interest on these obligations may be payable from the general revenues of the
users of such facilities. Shareholders, depending on their individual tax
status, may be subject to the federal alternative minimum tax on the portion of
a distribution attributable to these obligations. Interest on private activity
obligations will be considered exempt from federal income taxes; however,
shareholders should consult their own tax advisers to determine whether they
may be subject to the federal alternative minimum tax.

Ratings of Long-Term Obligations-The Portfolio utilizes ratings
provided by the following nationally recognized statistical rating
organizations ("Rating Organizations") in order to determine eligibility of
long-term obligations.

The two highest Moody's Investors Service, Inc. ("Moody's") ratings
for long-term obligations (or issuers thereof) are Aaa and Aa. Obligations
rated Aaa are judged by Moody's to be of the best quality. Obligations rated
Aa are judged to be of high quality by all standards. Together with the Aaa
group, such debt comprises what is generally known as high-grade debt. Moody's
states that debt rated Aa is rated lower than Aaa debt because margins of
protection or other elements make long-term risks appear somewhat larger than
for Aaa debt. Moody's also supplies numerical indicators 1, 2, and 3 to rating
categories. The modifier 1 indicates that the security is in the higher end of
its rating category; the modifier 2 indicates a mid-range ranking; and modifier
3 indicates a ranking toward the lower end of the category.

The two highest Standard & Poor's ratings for long-term obligations
are AAA and AA. Obligations rated AAA have the highest rating assigned by
Standard & Poor's. Capacity to pay interest and repay principal is extremely
strong. Obligations rated AA have a very strong capacity to pay interest and
repay principal and differs from the highest rated issues only in a small
degree.

Duff & Phelps' two highest ratings for long-term obligations are AAA
and AA. Obligations rated AAA have the highest credit quality with risk
factors being negligible. Obligations rated AA are of high credit quality and
strong protection factors. Risk is modest but may vary slightly from time to
time because of economic conditions.

Thomson BankWatch ("Bankwatch") long-term debt ratings apply to
specific issues of long-term debt and preferred stock. They specifically
assess the likelihood of an untimely repayment of principal or interest over
the term to maturity of the rated instrument. BankWatch's two highest ratings
for long-term obligations are AAA and AA. Obligations rated AAA indicate that
the ability to repay principal and interest on a timely basis is very high.
Obligations rated AA indicate a superior ability to repay principal and
interest on a timely basis, with limited incremental risk compared to issues
rated in the highest category.

IBCA's two highest long-term obligation ratings are AAA and AA.
Obligations rated AAA are those for which there is the lowest expectation of
investment risk. Capacity for timely repayment of principal and interest is
substantial such that adverse changes in business, economic or financial
conditions are unlikely

14
<PAGE> 187
to increase investment risk substantially. AA obligations have a very low
expectation of investment risk. Capacity for timely repayment of principal and
interest is substantial. Adverse changes in business, economic, or financial
conditions may increase investment risk albeit not very significantly.

Standard & Poor's, Duff & Phelps and Fitch apply indicators "+","-,"
and no character to indicate relative standing within the major rating
categories.

Ratings of Municipal Obligations-Moody's ratings for state and
municipal short-term obligations are designated Moody's Investment Grade or
"MIG" with variable rate demand obligations being designated as "VMIG." A VMIG
rating may also be assigned to commercial paper programs which are
characterized as having variable short-term maturities but having neither a
variable rate nor demand feature. Factors used in determination of ratings
include liquidity of the borrower and short-term cyclical elements.

Standard & Poor's uses SP-1, SP-2, and SP-3 to rate short-term
municipal obligations. A rating of SP-1 denotes a very strong or strong
capacity to pay principal and interest.

Ratings of Short-term Obligations-The rating P-1 is the highest
short-term rating assigned by Moody's. Among the factors considered by Moody's
in assigning ratings are the following: (1) evaluations of the management of
the issuer; (2) economic evaluation of the issuer's industry or industries and
an appraisal of speculative-type risks which may be inherent in certain areas;
(3) evaluation of the issuer's products in relation to competition and customer
acceptance; (4) liquidity; (5) amount and quality of long-term debt; (6) trend
of earnings over a period of ten years; (7) financial strength of a parent
company and the relationships which exist with the issuer; and (8) recognition
by the management of obligations which may be present or may arise as a result
of public interest questions and preparations to meet such obligations.

Short-term obligations (or issuers thereof) rated A-1 by Standard &
Poor's have the following characteristics. Liquidity ratios are adequate to
meet cash requirements. The issuer has access to at least two additional
channels of borrowing. Basic earnings and cash flow have an upward trend with
allowance made for unusual circumstances. Typically, the issuer's industry is
well established and the issuer has a strong position within the industry. The
reliability and quality of management are unquestioned. Relative strength or
weakness of the above factors determines whether the issuer's short-term
obligation is rated A-1 or A-2.

The distinguishing feature of Duff & Phelps Credit Ratings' short-term
rating is the refinement of the traditional 1 category. The majority of
short-term debt issuers carry the highest rating, yet quality differences exist
within that tier. Obligations rated D-1+ indicate the highest certainty of
timely payment. Safety is just below risk- free U.S. Treasury obligations.
Obligations rated D-1 have a very high certainty of timely payment. Risk
factors are minor. Obligations rated D-1- have a high certainty of timely
payment. Risk factors are very small. Obligations rated D-2 have good
certainty of timely payment. Liquidity factors and company fundamentals are
sound. Although ongoing funding needs may enlarge total financing
requirements, access to capital markets is good. Risk factors are small.

Thomson BankWatch short-term ratings are intended to assess the
likelihood of an untimely or incomplete payment of principal or interest.
Obligations rated TBW-1 indicate a very high likelihood that principal and
interest will be paid on a timely basis. While the degree of safety regarding
timely payment of principal and interest is strong for an obligation rated
TBW-2, the relative degree of safety is not as high as for issues rated TBW-1.

Fitch's short-term ratings apply to debt obligations that are payable
on demand or have original maturities of generally up to three years, including
commercial paper, certificates of deposit, medium-term notes, and municipal and
investment notes. A rating of F-1+ indicates exceptionally strong credit
quality. Issues assigned this rating are regarded as having the strongest
degree of assurance for timely payment. Obligations rated F-1 have very
strong credit quality. Issues assigned this rating reflect an assurance of
timely payment only slightly less in degree than issues rated F-1+. Issues
assigned a rating of F-2 indicate good credit quality. Issues assigned this
rating have a satisfactory degree of assurance for timely payment, but the
margin of safety is not as great as for issues assigned F- 1+ and F-1 ratings.

15
<PAGE> 188
Repurchase Agreements-A repurchase agreement, which provides a means
to earn income on funds for periods as short as overnight, is an arrangement
under which the purchaser (e.g., a Portfolio) purchases securities and the
seller agrees, at the time of sale, to repurchase the securities at a specified
time and price. The repurchase price will be higher than the purchase price,
the difference being income to the purchaser, or the purchase and repurchase
prices may be the same, with interest at a stated rate due to the purchaser
together with the repurchase price on repurchase. In either case, the income
to the purchaser is unrelated to the interest rate on the securities subject to
the repurchase agreement.

Each Portfolio may enter into repurchase agreements with any bank or
registered broker-dealer who, in the opinion of the AMR Trust Board, presents a
minimum risk of bankruptcy during the term of the agreement based upon
guidelines that periodically are reviewed by the AMR Trust Board. Each
Portfolio may enter into repurchase agreements as a short-term investment of
its idle cash in order to earn income. The securities will be held by a
custodian (or agent) approved by the AMR Trust Board during the term of the
agreement. However, if the market value of the securities subject to the
repurchase agreement becomes less than the repurchase price (including
interest), the Portfolio will direct the seller of the securities to deliver
additional securities so that the market value of all securities subject to the
repurchase agreement will equal or exceed the repurchase price.

In the event of the commencement of bankruptcy or insolvency
proceedings with respect to the seller of the securities before the repurchase
of the securities under a repurchase agreement, a Portfolio may encounter a
delay and incur costs before being able to sell the security being held as
collateral. Delays may involve loss of interest or decline in price of the
securities. Apart from the risk of bankruptcy or insolvency proceedings, there
is also the risk that the seller may fail to repurchase the securities, in
which case a Portfolio may incur a loss if the proceeds to the Portfolio from
the sale of the securities to a third party are less than the repurchase price.

Reverse Repurchase Agreements-The Portfolios may borrow funds for
temporary purposes by entering into reverse repurchase agreements. Pursuant to
such agreements, a Portfolio would sell portfolio securities to financial
institutions such as banks and broker dealers and agree to repurchase them at a
mutually agreed-upon date and price. The Portfolios intend to enter into
reverse repurchase agreements only to avoid selling securities to meet
redemptions during market conditions deemed unfavorable by the investment
adviser possessing investment authority. At the time a Portfolio enters into a
reverse repurchase agreement, it will place in a segregated custodial account
assets such as liquid high quality debt securities having a value not less than
100% of the repurchase price (including accrued interest), and will
subsequently monitor the account to ensure that such required value is
maintained. Reverse repurchase agreements involve the risk that the market
value of the securities sold by a Portfolio may decline below the price at
which such Portfolio is obligated to repurchase the securities. Reverse
repurchase agreements are considered to be borrowings by an investment company
under the 1940 Act.

Resource Recovery Obligations-Resource recovery obligations are a type
of municipal revenue obligation issued to build facilities such as solid waste
incinerators or waste-to-energy plants. Usually, a private corporation will be
involved and the revenue cash flow will be supported by fees or units paid by
municipalities for use of the facilities. The viability of a resource recovery
project, environmental protection regulations and project operator tax
incentives may affect the value and credit quality of these obligations.

Revenue Obligations-Revenue obligations are backed by the revenue cash
flow of a project or facility.

Separately Traded Registered Interest and Principal Securities and
Zero Coupon Obligations-Separately traded registered interest and principal
securities or "STRIPS" and zero coupon obligations are securities that do not
make regular interest payments. Instead they are sold at a discount from their
face value. Each Portfolio will take into account as income a portion of the
difference between these obligations' purchase prices and their face values.
STRIPS are zero coupon bonds issued by the U.S. Treasury.

Tax, Revenue or Bond Anticipation Notes-Tax, revenue or bond
anticipation notes are issued by municipalities in expectation of future tax or
other revenues which are payable from these specific taxes or revenues. Bond
anticipation notes usually provide interim financing in advance of an issue of
bonds or notes, the proceeds of which are used to repay the anticipation notes.
Tax-exempt commercial paper is issued by municipalities to help finance
short-term capital or operating needs in anticipation of future tax or other
revenue.

16
<PAGE> 189
U.S. Government Securities-U.S. Government securities are issued or
guaranteed by the U.S. Government and include U.S. Treasury obligations (see
definition below) and securities issued by U.S. agencies and instrumentalities.

U. S. Government agencies or instrumentalities that issue or guarantee
securities include, but are not limited to, the Federal Housing Administration,
Farmers Home Administration, Export-Import Bank of the United States, Small
Business Administration, GNMA, General Services Administration, Central Bank
for Cooperatives, Federal Home Loan Banks, FHLMC, Federal Intermediate Credit
Banks, Federal Land Banks, Maritime Administration, Tennessee Valley Authority,
District of Columbia Armory Board, Inter-American Development Bank,
Asian-American Development Bank, Agency for International Development, Student
Loan Marketing Association and International Bank of Reconstruction and
Development.

Obligations of U.S. Government agencies and instrumentalities may or
may not be supported by the full faith and credit of the United States. Some
are backed by the right of the issuer to borrow from the Treasury; others are
supported by discretionary authority of the U.S. Government to purchase the
agencies' obligations; while still others, such as the Student Loan Marketing
Association, are supported only by the credit of the instrumentality. In the
case of securities not backed by the full faith and credit of the United
States, the investor must look principally to the agency issuing or
guaranteeing the obligation for ultimate repayment, and may not be able to
assert a claim against the United States itself in the event the agency or
instrumentality does not meet its commitment.

U.S. Treasury Obligations-U.S. Treasury obligations include bills,
notes and bonds issued by the U.S. Treasury and Separately Traded Registered
Interest and Principal component parts of such obligations known as STRIPS.

Variable or Floating Rate Obligations-A variable rate obligation is
one whose terms provide for the adjustment of its interest rate on set dates
and which, upon such adjustment, can reasonably be expected to have a market
value that approximates its par value. A floating rate obligation is one whose
terms provide for the adjustment of its interest rate whenever a specified
interest rate changes and which, at any time, can reasonably be expected to
have a market value that approximates its par value. Variable or floating rate
obligations may be secured by bank letters of credit.

Pursuant to Rule 2a-7 under the 1940 Act, variable or floating rate
obligations with stated maturities of more than 397 days may be deemed to have
shorter maturities as follows:

(3) A variable rate obligation that is subject to a demand feature
will be deemed by a Portfolio to have a maturity equal to the longer of the
period remaining until the next readjustment of the interest rate or the period
remaining until the principal amount can be recovered through demand.

(4) A floating rate obligation that is subject to a demand feature
will be deemed by a Portfolio to have a maturity equal to the period remaining
until the principal amount can be recovered through demand.

As used above, an obligation is "subject to a demand feature" when a
Portfolio is entitled to receive the principal amount of the obligation either
at any time on no more than 30 days' notice or at specified intervals not
exceeding one year and upon no more than 30 days' notice.

17
<PAGE> 190
FINANCIAL STATEMENTS

The American AAdvantage Funds' Annual Report to shareholders for the
fiscal year ended October 31, 1995, as audited by Ernst & Young, LLP, is
supplied with the SAI, and the financial statements and accompanying notes
appearing therein are incorporated by reference in this SAI. The Mileage
Trust's audited financial statements as of September 13, 1995, which have been
audited by Ernst & Young LLP and the unaudited financial statements of the
American AAdvantage Money Market Mileage Fund for the period ended February 29,
1996 are attached to this SAI.

18
<PAGE> 191
TABLE OF CONTENTS

<TABLE>
<S> <C>
Investment Restrictions . . . . . . . . . . . . . . . . . . . . . . . . .

Trustees and Officers . . . . . . . . . . . . . . . . . . . . . . . . . .

Management, Administrative Services and Distribution Fees . . . . . . . .

Redemptions in Kind . . . . . . . . . . . . . . . . . . . . . . . . . . .

Expense Limitations . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net Asset Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Tax Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yield and Total Return Quotations . . . . . . . . . . . . . . . . . . . .

Description of the Trust . . . . . . . . . . . . . . . . . . . . . . . .

Control Persons and 5% Shareholders . . . . . . . . . . . . . . . . . . .

Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . .
</TABLE>

19
<PAGE> 192

DEAR FELLOW SHAREHOLDER:
- --------------------------------------------------------------------------------

We are pleased to report to you on the performance of the American
AAdvantage Funds and provide you with an Annual Report for the fiscal year ended
October 31, 1995. It was a very good year for the Funds as six out of seven of
the portfolios exceeded their respective benchmarks by healthy margins. Only the
Limited-Term Income Fund underperformed its benchmark as it was conservatively
managed to minimize the risk of principal volatility.

American AAdvantage Balanced Fund

The Balanced Fund posted strong gains during the twelve months ended
October 31, 1995 as interest rates declined significantly and the stock market
advanced to new highs. The Fund's total return for the one-year period was
19.77% for the AMR Class, 19.39% for the Institutional Class, 19.08% for the
Mileage Class and 19.06% for the PlanAhead Class. Each Class easily outpaced the
Lipper Balanced Index return of 17.37%.

Portfolio managers continued their discipline of purchasing stocks that are
perceived to be undervalued in the market but which offer better than average
growth expectations. Although this investment approach led to an underweighting
in technology issues such as computer and semiconductor stocks, it also resulted
in a heavy overweighting in financial stocks such as banks and insurance
companies, the second best performing sector for the period. Since the weighted
average maturities of the Fund's bond component tracked the maturity of the
Lehman Brothers Government/Corporate Index closely, bond returns were in line
with those of the index.

American AAdvantage Growth and Income Fund

The Growth and Income Fund also performed quite well over the past fiscal
year. The Fund's total return for the one year period was 21.03% for the AMR
Class, 20.69% for the Institutional Class, 20.36% for the Mileage Class and
20.14% for the PlanAhead Class. Performance surpassed the Lipper Growth & Income
Index return of 19.96%. Since the Growth and Income Fund utilized the same stock
selection approach as the Balanced Fund, its sector weightings also reflected a
heavy overweighting in the finance sector and an underweighting in technology.

American AAdvantage International Equity Fund

The International Equity Fund enjoyed outstanding results versus its peer
group for the twelve months ended October 31, 1995. The Fund's total return for
the one year period was 8.18% for the AMR Class, 7.90% for the Institutional
Class, 7.35% for the Mileage Class and 7.37% for the PlanAhead Class compared to
a 0.61% return for the Lipper International Index.

The Fund's managers select securities based upon a country's economic
outlook, market valuation and potential changes in currency exchange rates. In
addition, they use the same investment approach used by the domestic managers
when selecting stocks. As a result, the Fund significantly underweighted
Japanese securities (relative to many other managers and the Morgan Stanley
Capital International Europe, Australia and Far East ("EAFE") Index), due to the
perceived overvaluation of that market and limited growth prospects. This proved
to be a successful strategy, as the Japanese market posted the second lowest
return of all EAFE countries during the period. Instead, managers primarily
overweighted

1
<PAGE> 193

the Scandinavian, Dutch and Swiss markets which posted some of the highest of
all EAFE country returns.

American AAdvantage Limited-Term Income Fund

The cautious nature of the Limited-Term Income Fund in terms of shorter
duration and higher credit quality -- that served shareholders so well during
the devastating fixed income market of 1994 -- caused the Fund's Institutional
Class to underperform the Linked Lipper Short-Term Investment Grade Debt Funds'
Average total return by 47 basis points during the twelve month period ended
October 31, 1995. However, the Limited-Term Income Fund's total return for the
twelve months ended October 31, 1995 of 8.22% for the AMR Class, 8.18% for the
Institutional Class and 7.83% for the Mileage and PlanAhead Classes were 763,
776 and 738 basis points, respectively, higher than the same period in 1994. On
a longer-term basis, for the three and five year periods ended October 31, 1995,
the Fund continued to outperform the Linked Lipper Short-Term Investment Grade
Debt Average total return, while investing in above average credit quality
obligations with below average net asset value volatility. On October 31, 1995,
the Fund's duration was 2.4 years.

Money Market Funds

American AAdvantage Money Market Fund

For the twelve months ended October 31, 1995, the Institutional Class of
the Money Market Fund had a total return of 5.96%. Lipper Analytical Services
ranked the Institutional Class as the 11th best performing Institutional Money
Market Fund out of its universe of 132 such funds during this time period. For
the five years ended October 31, 1995, the Institutional Class maintained its
Lipper ranking as the best performing Institutional Money Market Fund in the
country.

Similarly, during the twelve months ended October 31, 1995, the Mileage and
PlanAhead Classes outperformed their benchmark, the Lipper Money Market
Instrument Funds' Average by achieving total returns of 5.61% and 5.60%,
respectively. Both the Mileage and PlanAhead Classes' performance were ranked in
the top 15th percentile by Lipper in their category during this period out of
their universe of 250 funds.

On February 1, 1995, the Federal Reserve increased the fed funds rate by 50
basis points. The Fund achieved its healthy performance during this period of
rising money market interest rates by investing in LIBOR-based variable rate
obligations and maintaining a weighted average days to maturity of less than 45
days. On February 1, 1995, the Fund's weighted average days to maturity was just
32 days. Shortly thereafter, during the second quarter of 1995, the economy
started to exhibit signs of a slowdown. As a result, a shift in portfolio
strategy was implemented, which included lengthening the Fund's weighted average
days to maturity. This reversal in portfolio strategy proved to be very timely
because on July 6, 1995, for the first time in almost three years, the Federal
Reserve lowered the fed funds rate by 25 basis points. On July 6, 1995, the
Fund's weighted average days to maturity was 71 days. On October 31, 1995, the
Fund's weighted average days to maturity was 50 days, which is 19 days longer
than October 31, 1994.

In addition, the Fund's performance benefited by investing in obligations
of issuers whose credit quality was determined to be improving and were
subsequently upgraded by a nationally recognized

2
<PAGE> 194

statistical rating organization. These issuers included: Caterpillar Financial
Services; IBM Credit Corporation; K.O.P. Bank; General Motors Acceptance
Corporation and First National Bank of Boston.

American AAdvantage Municipal Money Market Fund

The Institutional Class of the Municipal Money Market Fund achieved a total
return of 3.75% for the twelve months ended October 31, 1995. Lipper Analytical
Services ranked the Institutional Class as the 13th best performing
Institutional Tax-Exempt Money Market Fund out of its universe of 67 such funds
during this period. Likewise, the Mileage and PlanAhead Classes outperformed
their retail benchmark, the Lipper Tax-Exempt Money Market Funds' Average, with
total returns of 3.40% and 3.39%, respectively. Since its inception, the
Municipal Money Market Fund has invested exclusively in high credit worthy
municipal issuers that have been further credit enhanced either by a bank letter
of credit or bond insurance.

American AAdvantage U.S. Treasury Money Market Fund

For the twelve months ended October 31, 1995, the Institutional Class of
the U.S. Treasury Money Market Fund had a total return of 5.67% and was the 19th
best performing Institutional U.S. Treasury Money Market Fund in the Lipper
universe of 86 institutional treasury funds. During the same one year period,
the Mileage and PlanAhead Classes also performed well as both classes
outperformed their retail benchmark, the Lipper U.S. Treasury Money Funds'
Average, with total returns of 5.30% and 5.19%, respectively. Due to the Fund's
policy of investing exclusively in U.S. Treasury obligations, the Fund continued
to be rated by Standard and Poor's in its highest money market funds' rating
category, "AAAm", and meets the National Association of Insurance Commissioners
(NAIC) eligibility standards. On October 31, 1995, the Fund's weighted average
days to maturity was 21 days.

Domestic Economic Overview

Last year, our outlook focused on slower economic growth and continued
modest inflation for 1995 as the economy started to feel the full impact of
seven consecutive tightenings by the Federal Reserve. While many questioned the
Fed's ability to engineer a "soft landing", it appears as if the Fed achieved
its goal. Economic growth slowed, while inflation remained contained. Interest
rates fell dramatically and many companies reported record earnings. All these
factors were reflected in the financial markets as the stock market set record
after record, while the bond market produced double digit returns.

As we write this year's overview, Congress and the White House continue to
debate how to reduce and subsequently eliminate the federal budget deficit by
the year 2002. The ramifications for the financial markets have produced rosy
scenarios for 1996 and the rest of the century. We believe the Federal Reserve
will be more inclined to lower interest rates to keep the economy from slipping
into a recession. Lower interest rates are one of the driving forces behind
continued advances in the stock and bond markets. In conclusion, given a
meaningful budget deficit reduction package, we expect lower interest rates,
moderate economic growth and continued low inflation.

Foreign Economic Overview

Although investing overseas in 1994 allowed US investors to benefit from
the universal decline in the value of the US Dollar, 1995's decline was not as
widespread. The US Dollar declined by greater than

3
<PAGE> 195

10% versus some of the Scandinavian countries and to a lesser extent versus
Germany; however, against the UK Sterling and the Japanese Yen, the US Dollar
was actually flat for the year. Many foreign markets had to contend with
sluggish economic growth and other difficulties in 1995. In the UK, the focus
was on the political fortunes of John Major; in Japan, the banking crisis was
much worse than first reported; in Germany, the Bundesbank was very reluctant to
lower interest rates, and in France and Italy, attention focused on the
conditions associated with the European Monetary Union.

We are cautiously optimistic for foreign markets in 1996. Although
investors should not expect to benefit from continued US Dollar weakness,
falling interest rates in many foreign markets should improve economic growth
and simultaneously lower rampant unemployment. Inflation should remain contained
as unemployment is being lowered from a high base. Specifically, optimism is
improving in Japan. The Yen is weakening, interest rates are being lowered and
investors are anticipating a package of measures to stimulate the economy. In
Europe, despite the fact that most stocks are reasonably priced, with economic
growth expected to increase over the next couple of years, earnings growth
should support modestly higher stock prices.

We thank you for your continuing support and trust, and we will continue to
strive to exceed your expectations in 1996.

Sincerely,

/s/ WILLIAM F. QUINN
William F. Quinn
President
American AAdvantage Funds

4
<PAGE> 196
LOGO

[BALANCED FUND GRAPH]

<TABLE>
<CAPTION>
Jul-87 Oct-87 Oct-88 Oct-89 Oct-90 Oct-91 Oct-92 Oct-93 Oct-94 Oct-95
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Institutional Class $ 10,000 $9,076 $10,404 $ 12,015 $ 11,386 $ 14,271 $ 16,621 $ 18,500 $ 18,485 $ 22,069
Mileage Class** $ 10,000 $9,076 $10,404 $ 12,015 $ 11,386 $ 14,271 $ 16,621 $ 18,500 $ 18,470 $ 21,894
PlanAhead Class** $ 10,000 $9,076 $10,404 $ 12,015 $ 11,385 $ 14,271 $ 16,621 $ 18,500 $ 18,470 $ 21,991
AMR Class** $ 10,000 $9,076 $10,404 $ 12,015 $ 11,385 $ 14,271 $ 16,621 $ 18,500 $ 18,485 $ 22,139
S&P 500 $ 10,000 $8,082 $9,275 $ 11,719 $ 10,841 $ 14,476 $ 15,917 $ 18,290 $ 19,009 $ 24,021
SLGC $ 10,000 $10,084 $11,156 $ 12,510 $ 13,199 $ 15,227 $ 16,828 $ 19,126 $ 18,239 $ 21,186
Lipper Balanced
Index $ 10,000 $8,624 $9,758 $ 11,408 $ 10,974 $ 14,066 $ 15,299 $ 17,690 $ 17,563 $ 20,613
</TABLE>

* Fund inception was 7/17/87. Changes in value for indices have a starting date
of 7/15/87.
** Fund performance represents the total returns achieved by the Institutional
Class from the inception date of the Fund up to the inception date of the
Mileage, PlanAhead and AMR Classes and the returns of the Mileage, PlanAhead
and AMR Classes since inception of the Classes. Expenses of the Mileage and
PlanAhead Classes are higher than those of the Institutional Class.
Therefore, total returns shown are higher than they would have been had the
Mileage and PlanAhead Classes been in place since inception of the Fund.
Expenses of the AMR Class are lower than those of the Institutional Class.
Therefore, total returns shown may be lower than they would have been had the
AMR Class been in place since inception of the Fund. Inception of the
Mileage, PlanAhead and AMR Classes was 8/1/94.

5
<PAGE> 197

LOGO

[GROWTH AND INCOME FUND GRAPH]
<TABLE>
<CAPTION>
Jul-87 Oct-87 Oct-88 Oct-89 Oct-90 Oct-91 Oct-92 Oct-93 Oct-94 Oct-95
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Institutional Class $ 10,000 $8,301 $ 10,144 $ 12,269 $ 10,610 $ 14,200 $ 15,619 $ 18,976 $ 19,613 $ 23,670
Mileage Class** $ 10,000 $8,301 $ 10,144 $ 12,269 $ 10,610 $ 14,200 $ 15,619 $ 18.976 $ 19,685 $ 23,572
PlanAhead Class** $ 10,000 $8,301 $ 10,144 $ 12,269 $ 10,610 $ 14,200 $ 15,619 $ 18,976 $ 19,685 $ 23,530
AMR Class** $ 10,000 $8,301 $ 10,144 $ 12,269 $ 10,610 $ 14,200 $ 15,519 $ 18,976 $ 19,626 $ 23,764
S&P 500 $ 10,000 $8,082 $9,275 $ 11,719 $ 10,841 $ 14,476 $ 15,917 $ 18,290 $ 19,009 $ 24,021
Lipper Growth &
Income Index $ 10,000 $8,227 $9,723 $ 11,750 $ 10,392 $ 13,876 $ 15,111 $ 18,057 $ 18,627 $ 22,345
</TABLE>

6
<PAGE> 198

LOGO
[INTERNATIONAL EQUITY FUND GRAPH]
<TABLE>
<CAPTION>
Aug-91 Oct-91 Oct-92 Oct-93 Oct-94 Oct-95
<S> <C> <C> <C> <C> <C> <C>
Institutional Class $10,000 $10,133 $8,910 $12,168 $13,601 $14,676
Mileage Class** $10,000 $10,133 $8,910 $12,168 $13,580 $14,579
PlanAhead Class** $10,000 $10,133 $8,910 $12,168 $13,580 $14,581
AMR Class** $10,000 $10,133 $8,910 $12,168 $13,601 $14,714
EAFE Index $10,000 $10,676 $9,286 $12,804 $14,132 $14,124
Lipper International Index $10,000 $10,309 $9,790 $13,125 $14,636 $14,547
</TABLE>

* Fund inception was 8/7/91. Changes in value for indices have a starting date
of 8/7/91.
** Fund performance represents the total returns achieved by the Institutional
Class from the inception date of the Fund up to the inception date of the
Mileage, PlanAhead and AMR Classes and the returns of the Mileage, PlanAhead
and AMR Classes since inception of the Classes. Expenses of the Mileage and
PlanAhead Classes are higher than those of the Institutional Class.
Therefore, total returns shown are higher than they would have been had the
Mileage and PlanAhead Classes been in place since inception of the Fund.
Expenses of the AMR Class are lower than those of the Institutional Class.
Therefore, total returns shown may be lower than they would have been had the
AMR Class been in place since inception of the Fund. Inception of the
Mileage, PlanAhead and AMR Classes was 8/1/94.

7
<PAGE> 199

LOGO

[LIMITED-TERM INCOME FUND GRAPH]
<TABLE>
<CAPTION>
Nov-87 Oct-88 Oct-89 Oct-90 Oct-91 Oct-92 Oct-93 Oct-94 Oct-95
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Institutional Class $ 10,000 $ 10,670 $ 11,482 $ 12,345 $ 13,810 $ 14,906 $ 15,979 $ 16,047 $ 17,359
Mileage Class** $ 10,000 $ 10,670 $ 11,482 $ 12,345 $ 13,810 $ 14,906 $ 15,979 $ 16,051 $ 17,308
PlanAhead Class** $ 10,000 $ 10,670 $ 11,482 $ 12,345 $ 13,810 $ 14,906 $ 15,979 $ 16,051 $ 17,308
AMR Class** $ 10,000 $ 10,670 $ 11,482 $ 12,345 $ 13,810 $ 14,906 $ 15,979 $ 16,073 $ 17,396
Lipper Short Term Investment
Grd DF Avg. $ 10,000 $ 10,720 $ 11,730 $ 12,520 $ 13,959 $ 15,118 $ 16,204 $ 16,154 $ 17,610
Shearson Lehman G/C 1-5 Year
Index $ 10,000 $ 10,675 $ 11,723 $ 12,715 $ 14,310 $ 16,622 $ 16,833 $ 16,795 $ 18,545
</TABLE>

* Fund inception was 12/3/87. Changes in value for indices have a starting date
of 12/3/87.
** Fund performance represents the total returns achieved by the Institutional
Class from the inception date of the Fund up to the inception date of the
Mileage, PlanAhead and AMR Classes and the returns of the Mileage, PlanAhead
and AMR Classes since inception of the Classes. Expenses of the Mileage and
PlanAhead Classes are higher than those of the Institutional Class.
Therefore, total returns shown are higher than they would have been had the
Mileage and PlanAhead Classes been in place since inception of the Fund.
Expenses of the AMR Class are lower than those of the Institutional Class.
Therefore, total returns shown may be lower than they would have been had the
AMR Class been in place since inception of the Fund. Inception of the
Mileage, PlanAhead and AMR Classes was 8/1/94.

8
<PAGE> 200

RESULTS OF SHAREHOLDER MEETING:

A special meeting of shareholders of the American AAdvantage Funds was held
on August 3, 1995. The following matters were voted on at the meeting.

(1) The shareholders of the American AAdvantage Funds, on behalf of each
Fund approved the following fundamental investment policy:

Notwithstanding any other limitation, the Fund may invest all of its
investable assets in an open-end management investment company with
substantially the same investment objectives, policies and limitations as
the Fund. For this purpose, "all of the Fund's investable assets" means
that the only investment securities that will be held by the Fund will be
the Fund's interest in the investment company.

<TABLE>
<CAPTION>
VOTED: FOR AGAINST ABSTAIN NON-VOTING
- --------------------------------------------- ----------------- ------------- ------------- ----------------
<S> <C> <C> <C> <C>
American AAdvantage Funds:
Balanced Fund.............................. 55,210,182.721 29,484.897 0.000 1,825,194.323
Growth and Income Fund..................... 44,764,740.335 9,578.477 0.000 1,384,584.376
International Equity Fund.................. 18,147,056.341 1,707.643 0.000 244,525.320
Limited-Term Income Fund................... 12,275,104.756 28,043.570 0.000 3,156,423.915
Money Market Fund.......................... 1,038,118,971.310 10,140,313.00 1,005,505.610 511,343,317.900
Municipal Money Market Fund................ 10,773,119.720 0.000 37,810.150 7,466,885.130
U.S. Treasury Money Market Fund............ 34,702,633.060 198,616.81 23,454.760 20,063,924.830
</TABLE>

(2) The shareholders of the American AAdvantage Funds, on behalf of each
Fund approved an amended Management Agreement between the Trust and AMR
Investment Services, Inc.

<TABLE>
<CAPTION>
VOTED: FOR AGAINST ABSTAIN NON-VOTING
- --------------------------------------------- ----------------- ------------- ------------- ----------------
<S> <C> <C> <C> <C>
American AAdvantage Funds:
Balanced Fund.............................. 55,238,809.985 0.000 857.633 1,825,194.323
Growth and Income Fund..................... 44,771,354.618 1,215.234 1,748.960 170,565.610
International Equity Fund.................. 18,147,052.740 1,711.274 0.000 244,525.290
Limited-Term Income Fund................... 12,301,072.557 0.000 2,075.766 3,156,423.918
Money Market Fund.......................... 1,047,303,548.450 736,056.81 1,225,184.66 511,643,317.900
Municipal Money Market Fund................ 10,741,870.320 31,249.40 37,810.51 7,466,884.770
U.S. Treasury Money Market Fund............ 34,698,214.870 187,874.55 38,615.21 20,063,924.830
</TABLE>

(3) The shareholders of the Trust elected the following nominees to the
Board of Trustees: William F. Quinn, David G. Fox, John S. Justin, Stephen D.
O'Sullivan and Roger T. Staubach.

<TABLE>
<CAPTION>
WITHHOLD
VOTED: FOR AUTHORITY NON-VOTING
- ------------------------------------------------------------ ----------------- -------------- ----------------
<S> <C> <C> <C>
American AAdvantage Funds Nominees:
William F. Quinn.......................................... 1,211,941,618.108 13,524,705.079 545,484,855.767
David G. Fox.............................................. 1,211,941,618.108 13,524,705.079 545,484,855.767
John S. Justin............................................ 1,211,941,618.108 13,524,705.079 545,484,855.767
Stephen D. O'Sullivan..................................... 1,211,941,618.108 13,524,705.079 545,484,855.767
Roger T. Staubach......................................... 1,211,941,618.108 13,524,705.079 545,484,855.767
</TABLE>

(4) The shareholders of the International Equity Fund approved an amended
investment advisory agreement with Hotchkis and Wiley.

<TABLE>
<CAPTION>
VOTED: FOR AGAINST ABSTAIN NON-VOTING
- ------------------------------------------------------------- -------------- ----------- ------- ------------
<S> <C> <C> <C> <C>
American AAdvantage International Equity Fund................ 18,131,233.682 17,530.332 0.000 244,525.290
</TABLE>

9
<PAGE> 201

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

Shareholders and Board of Trustees
American AAdvantage Balanced Fund
American AAdvantage Growth and Income Fund
American AAdvantage International Equity Fund
American AAdvantage Limited-Term Income Fund
American AAdvantage Money Market Fund
American AAdvantage Municipal Money Market Fund
American AAdvantage U.S. Treasury Money Market Fund

We have audited the accompanying statements of assets and liabilities of the
American AAdvantage Balanced Fund, the American AAdvantage Growth and Income
Fund, the American AAdvantage International Equity Fund, the American AAdvantage
Limited-Term Income Fund, the American AAdvantage Money Market Fund, the
American AAdvantage Municipal Money Market Fund, and the American AAdvantage
U.S. Treasury Money Market Fund (collectively, the "Funds") (seven separate
portfolios comprising the American AAdvantage Funds), including the schedules of
investments as of October 31, 1995, and the related statements of operations for
the year then ended, the statements of changes in net assets for each of the two
years in the period then ended and the financial highlights for each of the
periods indicated therein. These financial statements and financial highlights
are the responsibility of the Funds' management. Our responsibility is to
express an opinion on these financial statements and financial highlights based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
October 31, 1995 by correspondence with the custodians and brokers. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of each
of the respective American AAdvantage Funds at October 31, 1995, the results of
their operations for the year then ended, the changes in their net assets for
each of the two years in the period then ended, and the financial highlights for
each of the periods indicated therein, in conformity with generally accepted
accounting principles.

/s/ ERNST & YOUNG LLP

Dallas, Texas
December 19, 1995

10
<PAGE> 202

AMERICAN AADVANTAGE BALANCED FUND
SCHEDULE OF INVESTMENTS
October 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Par
Amount Value
-------- --------
(dollars in thousands)
<S> <C> <C>
U.S. GOVERNMENT & AGENCY
OBLIGATIONS - 23.38%
U.S. Treasury Notes, 4.75%,
Due 2-15-1997................. $ 3,000 $ 2,967
U.S. Treasury Notes, 5.625%,
Due 6-30-1997................. 3,300 3,301
U.S. Treasury Notes, 7.375%,
Due 11-15-1997................ 2,010 2,075
U.S. Treasury Notes, 6.00%,
Due 12-31-1997................ 1,300 1,310
U.S. Treasury Notes, 6.125%,
Due 5-15-1998................. 6,690 6,759
U.S. Treasury Notes, 9.00%,
Due 5-15-1998................. 1,000 1,078
U.S. Treasury Notes, 5.125%,
Due 6-30-1998................. 1,000 986
U.S. Treasury Notes, 9.25%,
Due 8-15-1998................. 2,000 2,180
U.S. Treasury Notes, 8.875%,
Due 2-15-1999................. 2,000 2,185
U.S. Treasury Notes, 7.00%,
Due 4-15-1999................. 1,800 1,870
U.S. Treasury Notes, 6.75%,
Due 6-30-1999................. 5,000 5,161
U.S. Treasury Notes, 6.375%,
Due 7-15-1999................. 1,500 1,530
U.S. Treasury Notes, 7.125%,
Due 9-30-1999................. 7,190 7,525
U.S. Treasury Notes, 7.875%,
Due 11-15-1999................ 1,500 1,611
U.S. Treasury Notes, 7.75%,
Due 1-31-2000................. 2,000 2,144
U.S. Treasury Notes, 5.50%,
Due 4-15-2000................. 1,500 1,485
U.S. Treasury Notes, 5.875%,
Due 6-30-2000................. 2,090 2,095
U.S. Treasury Notes, 6.125%,
Due 7-31-2000................. 5,090 5,152
U.S. Treasury Notes, 8.50%,
Due 11-15-2000................ 3,500 3,905
U.S. Treasury Notes, 8.00%,
Due 5-15-2001................. 2,100 2,312
U.S. Treasury Notes, 7.50%,
Due 11-15-2001................ 5,750 6,221
U.S. Treasury Notes, 7.50%,
Due 5-15-2002................. 3,000 3,259
U.S. Treasury Notes, 6.375%,
Due 8-15-2002................. 4,995 5,120
U.S. Treasury Notes, 6.25%,
Due 2-15-2003................. 1,500 1,526

<CAPTION>
Par
Amount Value
-------- --------
(dollars in thousands)
<S> <C> <C>
U.S. Treasury Notes, 5.75%,
Due 8-15-2003................. $ 2,000 $ 1,971
U.S. Treasury Notes, 7.25%,
Due 5-15-2004................. 1,500 1,623
U.S. Treasury Notes, 7.875%,
Due 11-15-2004................ 1,500 1,691
U.S. Treasury Notes, 6.50%,
Due 8-15-2005................. 2,000 2,071
U.S. Treasury Bonds, 7.25%,
Due 8-15-2004................. 2,500 2,707
U.S. Treasury Bonds, 11.625%,
Due 11-15-2004................ 10,620 14,685
U.S. Treasury Bonds, 7.50%,
Due 2-15-2005................. 6,635 7,319
U.S. Treasury Bonds, 13.875%,
Due 5-15-2011................. 1,230 1,955
U.S. Treasury Bonds, 10.375%,
Due 11-15-2012................ 1,500 2,015
U.S. Treasury Bonds, 8.75%,
Due 5-15-2017................. 3,180 4,038
U.S. Treasury Bonds, 8.875%,
Due 8-15-2017................. 1,750 2,250
U.S. Treasury Bonds, 8.875%,
Due 2-15-2019................. 1,250 1,616
U.S. Treasury Bonds, 8.125%,
Due 8-15-2019................. 6,450 7,762
U.S. Treasury Bonds, 8.125%,
Due 8-15-2021................. 2,585 3,133
U.S. Treasury Bonds, 7.50%,
Due 11-15-2024................ 4,150 4,749
U.S. Treasury Coupon Strips,
Due 11-15-2008................ 796 351
U.S. Treasury Coupon Strips,
Due 5-15-2011................. 4,000 1,481
U.S. Treasury Coupon Strips,
Due 8-15-2018................. 4,000 897
U.S. Treasury Coupon Strips,
Due 8-15-2019................. 11,500 2,409
U.S. Treasury Coupon Strips,
Due 11-15-2019................ 6,000 1,236
U.S. Treasury Principal Strips,
Due 2-15-2019................. 5,300 1,155
Federal Home Loan Mortgage
Corporation, 7.71%,
Due 6-21-2004................. 1,999 2,096
Federal Home Loan Mortgage
Corporation, 6.50%,
Due 10-15-2006................ 1,499 1,490
</TABLE>

See accompanying notes

11
<PAGE> 203

AMERICAN AADVANTAGE BALANCED FUND
SCHEDULE OF INVESTMENTS
October 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Par
Amount Value
-------- --------
(dollars in thousands)
<S> <C> <C>
Federal Home Loan Mortgage
Corporation, 7.00%,
Due 4-15-2019................. $ 999 $ 1,006
Federal National Mortgage
Association, 6.36%,
Due 8-16-2000................. 2,089 2,118
Federal National Mortgage
Association, 6.00%,
Due 1-1-2009.................. 1,135 1,107
Federal National Mortgage
Association, 6.00%,
Due 2-1-2009.................. 1,952 1,903
Federal National Mortgage
Association, 6.50%,
Due 5-15-2014................. 400 400
Federal National Mortgage
Association, ARM, 6.43%,
Due 7-1-2018.................. 1,769 1,776
Federal National Mortgage
Association, 6.75%,
Due 10-25-2018................ 500 501
Federal National Mortgage
Association, 10.45%,
Due 4-25-2019................. 290 315
Federal National Mortgage
Association, 8.00%,
Due 10-1-2023................. 4,965 5,094
Federal National Mortgage
Association, ARM, 5.50%,
Due 12-1-2023................. 1,546 1,558
Federal National Mortgage
Association, ARM, 6.37%,
Due 1-1-2024.................. 1,768 1,780
Federal National Mortgage
Association, 8.00%,
Due 10-1-2024................. 3,229 3,313
Federal National Mortgage
Association, 8.00%,
Due 3-1-2025.................. 1,789 1,835
Federal National Mortgage
Association, ARM, 7.29%,
Due 4-1-2025.................. 468 482
Federal National Mortgage
Association, 8.50%,
Due 6-1-2025.................. 988 1,025
Government National Mortgage
Association, 10.50%,
Due 9-15-1998................. 17 19
Government National Mortgage
Association, 9.00%,
Due 10-15-2016................ 1,101 1,157

<CAPTION>
Par
Amount Value
-------- --------
(dollars in thousands)
<S> <C> <C>
Government National Mortgage
Association, 9.00%,
Due 12-15-2017................ $ 901 $ 951
Government National Mortgage
Association, 9.00%,
Due 2-15-2020................. 935 983
Government National Mortgage
Association, 8.50%,
Due 3-15-2020................. 351 366
Government National Mortgage
Association, 9.00%,
Due 2-15-2021................. 399 420
Government National Mortgage
Association, 8.50%,
Due 2-15-2022................. 752 783
Government National Mortgage
Association, 8.00%,
Due 3-1-2022.................. 949 978
Government National Mortgage
Association, 9.00%,
Due 7-15-2022................. 464 488
Government National Mortgage
Association, 8.50%,
Due 1-15-2023................. 264 275
Government National Mortgage
Association, 8.00%,
Due 2-1-2023.................. 2,909 2,996
Government National Mortgage
Association, 8.00%,
Due 3-15-2023................. 701 722
Government National Mortgage
Association, 7.50%,
Due 4-15-2023................. 872 884
Government National Mortgage
Association, 8.00%,
Due 5-15-2023................. 2,478 2,552
Government National Mortgage
Association, 8.50%,
Due 6-15-2024................. 949 989
Government National Mortgage
Association, 8.50%,
Due 12-15-2024................ 1,528 1,592
Government National Mortgage
Association, 8.50%,
Due 6-15-2025................. 997 1,039
Government National Mortgage
Association, 8.50%,
Due 7-1-2025.................. 940 979
--------
TOTAL U.S. GOVERNMENT &
AGENCY OBLIGATIONS........ 186,843
--------
</TABLE>

See accompanying notes

12
<PAGE> 204

AMERICAN AADVANTAGE BALANCED FUND
SCHEDULE OF INVESTMENTS
October 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Par
Amount Value
-------- --------
(dollars in thousands)
<S> <C> <C>
ASSET-BACKED SECURITIES - 1.83%
American Express Master Trust,
1992-1 A, 6.05%,
Due 6-15-1998................. $ 2,250 $ 2,256
Banc One Auto Trust,
1995-A A5, 7.05%,
Due 8-15-1998................. 390 398
Carco Auto Loan Master Trust,
1994-2 A, 7.875%,
Due 7-15-1999................. 600 618
First Chicago Master Trust II,
1992-E A, 6.25%,
Due 8-15-1999................. 750 754
Ford Credit Grantor Trust,
1994-A A, 6.35%,
Due 5-15-1999................. 502 505
General Electric Railcar Trust,
1992-1 A, 7.75%,
Due 6-1-2004.................. 644 685
Olympic Automobile Receivables
Trust, 1993-C A, 4.50%,
Due 2-15-2000................. 351 345
Premier Auto Trust,
1994-4 A5, 6.65%,
Due 11-2-1998................. 2,000 2,021
Prime Credit Card Master Trust,
1992-1 A1, 7.05%,
Due 2-15-2001................. 1,010 1,034
Signet Credit Card Master Trust,
1994-4 A, 6.80%,
Due 12-15-2000................ 1,800 1,830
Standard Credit Card Trust,
1991-6 A, 7.875%,
Due 1-7-2000.................. 1,500 1,570
UCFC Home Equity,
1994-C1 A2, 7.275%,
Due 6-10-2007................. 612 620
Western Financial Grantor Trust,
1993-2 A2, 4.70%,
Due 10-1-1998................. 1,183 1,168
Western Financial Grantor Trust,
1994-3 A2, 6.65%,
Due 12-1-1999................. 837 845
--------
TOTAL ASSET-BACKED
SECURITIES................ 14,649
--------
NON-AGENCY MORTGAGE-BACKED OBLIGATIONS - 0.96%
Citicorp Mortgage Securities,
Incorporated, 9.50%,
Due 8-1-2002.................. 776 794

<CAPTION>
Par
Amount Value
-------- --------
(dollars in thousands)
<S> <C> <C>
Citicorp Mortgage Securities,
Incorporated, 9.50%,
Due 8-25-2005................. $ 68 $ 68
Citicorp Mortgage Securities,
Incorporated, 8.50%,
Due 4-25-2017................. 811 818
Citicorp Mortgage Securities,
Incorporated, 10.00%,
Due 5-25-2017................. 171 170
Citicorp Mortgage Securities,
Incorporated, 9.00%,
Due 4-1-2018.................. 871 900
DLJ Mortgage Acceptance
Corporation, FRN, 4.56%,
Due 3-25-2024................. 760 733
General Electric Capital
Mortgage Services,
Incorporated,
1992-4 A A4, 8.00%,
Due 4-25-2022................. 777 792
Green Tree Financial
Corporation, 1993-3 A5, 5.75%,
Due 10-15-2018................ 990 963
Green Tree Financial
Corporation, 1994-5 A2, 7.30%,
Due 11-15-2019................ 690 709
Green Tree Financial
Corporation, 1995-8 A4, 6.60%,
Due 12-15-2026................ 1,400 1,393
Residential Funding Corporation,
1993 S28 A4, 6.35%,
Due 8-25-2023................. 300 295
--------
TOTAL NON-AGENCY
MORTGAGE-BACKED
OBLIGATIONS............... 7,635
--------
CORPORATE BONDS - 9.59%
FINANCIAL - 3.81%
American General Financial,
7.25%, Due 5-15-2005.......... 410 427
Associates Corporation of North
America, 6.375%,
Due 8-15-1998................. 2,000 2,016
Associates Corporation of North
America, 7.50%,
Due 5-15-1999................. 80 83
BankAmerica Corporation, 7.50%,
Due 3-15-1997................. 960 979
Banponce, 7.30%,
Due 6-5-2002.................. 640 659
Capital One Bank Note, 8.125%,
Due 3-1-2000.................. 1,000 1,061
</TABLE>

See accompanying notes

13
<PAGE> 205

AMERICAN AADVANTAGE BALANCED FUND
SCHEDULE OF INVESTMENTS
October 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Par
Amount Value
-------- --------
(dollars in thousands)
<S> <C> <C>
Chemical Banking Corporation,
7.625%, Due 1-15-2003......... $ 200 $ 212
Chemical Banking Corporation,
FRN, 7.30%, Due 6-15-2000..... 2,300 2,307
Chrysler Financial Corporation,
MTN, 7.89%, Due 2-10-1997..... 1,750 1,786
Chrysler Financial Corporation,
MTN, 6.50%, Due 8-3-1998...... 550 553
Fleet Mortgage Group,
Incorporated, 6.125%,
Due 8-15-1997................. 930 931
Ford Motor Credit Company,
9.25%, Due 6-15-1998.......... 1,000 1,076
Ford Motor Credit Company,
8.20%, Due 2-15-2002.......... 1,470 1,599
Ford Motor Credit Company,
8.00%, Due 6-15-2002.......... 500 540
General Motors Acceptance
Corporation, 7.375%,
Due 4-25-2000................. 2,000 2,075
General Motors Acceptance
Corporation, 6.75%,
Due 6-17-2002................. 1,140 1,149
General Motors Acceptance
Corporation, 6.625%,
Due 10-1-2002................. 1,000 1,001
Health & Rehab, FRN, 6.9875%,
Due 7-13-1999................. 1,000 995
Lehman Brothers, Incorporated,
7.00%, Due 5-15-1997.......... 1,000 1,010
Lehman Brothers, Incorporated,
5.04%, Due 12-15-2003......... 1,000 1,007
Merrill Lynch & Company,
Incorporated, 8.25%,
Due 11-15-1999................ 500 534
Morgan Stanley, 7.50%,
Due 2-1-2024.................. 600 577
NationsBank Corporation, 6.75%,
Due 8-15-2000................. 1,030 1,046
NationsBank Corporation, 7.625%,
Due 4-15-2005................. 1,000 1,062
Salomon Brothers, Incorporated,
7.05%, Due 1-15-1998.......... 800 802
Salomon Brothers, Incorporated,
7.00%, Due 1-20-1998.......... 390 392
Salomon Brothers, Incorporated,
MTN, 5.53%, Due 1-30-1998..... 1,500 1,457
Salomon Brothers, Incorporated,
6.04%, Due 7-9-1998........... 625 611
Smith Barney Holdings, 6.00%,
Due 3-15-1997................. 1,000 1,000

<CAPTION>
Par
Amount Value
-------- --------
(dollars in thousands)
<S> <C> <C>
St. Paul Companies, 9.375%,
Due 6-15-1997................. $ 600 $ 631
Westpac Banking Corporation,
7.875%, Due 10-15-2002........ 800 855
--------
TOTAL FINANCIAL............. 30,433
--------
INDUSTRIAL - 2.57%
Atlantic Richfield Corporation,
8.75%, Due 3-1-2032........... 400 481
The Boeing Company, 8.625%,
Due 11-15-2031................ 420 498
E.I. Du Pont De Nemours &
Company, 8.45%,
Due 10-15-1996................ 200 205
Heinz (H. J.) Company, 5.50%,
Due 9-15-1997................. 520 517
International Business Machines,
Incorporated, 6.375%,
Due 11-1-1997................. 750 757
Legrand, 8.50%,
Due 2-15-2025................. 610 699
Loews Corporation, 7.00%,
Due 10-20-2023................ 550 515
The May Department Store
Company, 10.625%,
Due 11-1-2010................. 530 722
The May Department Store
Company, 9.75%,
Due 2-15-2021................. 400 513
McDermott, 8.75%,
Due 5-19-2023................. 1,000 1,022
News America Holdings, 9.25%,
Due 2-1-2013.................. 370 414
Occidential Petroleum
Corporation, 8.50%, Due
9-15-2004..................... 2,000 2,138
Pepsico Incorporated, 7.00%,
Due 11-15-1996................ 550 557
Philip Morris Companies,
Incorporated, 8.875%,
Due 7-1-1996.................. 520 529
Philip Morris Companies,
Incorporated, 9.25%,
Due 12-1-1997................. 3,500 3,719
Philip Morris Companies,
Incorporated, 8.25%,
Due 10-15-2003................ 640 698
Philip Morris Companies,
Incorporated, 8.375%,
Due 1-15-2017................. 625 640
RJR Nabisco, 8.75%,
Due 8-15-2005................. 2,750 2,750
</TABLE>

See accompanying notes

14
<PAGE> 206

AMERICAN AADVANTAGE BALANCED FUND
SCHEDULE OF INVESTMENTS
October 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Par
Amount Value
-------- --------
(dollars in thousands)
<S> <C> <C>
Sears Roebuck, 9.375%,
Due 11-1-2011................. $ 635 $ 777
Telecommunications,
Incorporated, 9.80%, Due
2-1-2012...................... 320 371
Torchmark Corporation, 7.875%,
Due 5-15-2023................. 510 527
Valasis Communications, 9.55%,
Due 12-1-2003................. 390 408
Xerox Corporation, 7.15%,
Due 8-1-2004.................. 1,000 1,035
--------
TOTAL INDUSTRIAL............ 20,492
--------
UTILITY - 1.23%
Baltimore Gas & Electric, FRN,
6.375%, Due 4-15-1999......... 2,500 2,502
General Telephone Southwest,
Incorporated, 8.50%,
Due 11-15-2031................ 600 695
National Rural, FRN, 6.0675%,
Due 2-27-1998................. 1,500 1,497
Pacific Bell Telephone, 8.70%,
Due 6-15-2001................. 630 701
Southern California Edison
Company, 5.90%,
Due 1-15-1997................. 2,500 2,493
Southern California Edison
Company, 5.60%,
Due 12-15-1998................ 2,000 1,961
--------
TOTAL UTILITY............... 9,849
--------
FOREIGN BONDS - 1.98%
ABN-AMRO, 7.27%,
Due 5-31-2005................. 690 716
ANZ Banking, 6.25%,
Due 2-1-2004.................. 590 572
Hydro-Quebec, 9.40%,
Due 2-1-2021.................. 1,800 2,187
Hydro-Quebec, 8.875%,
Due 3-1-2026.................. 1,200 1,391
Korea Development Bank, 5.875%,
Due 12-1-1998................. 100 99
Korea Development Bank, 6.25%,
Due 5-1-2000.................. 640 637
Province of Newfoundland,
9.875%, Due 6-1-2020.......... 250 317
Province of Quebec, 8.80%,
Due 4-15-2003................. 620 694
Republic of Italy, 6.875%,
Due 9-27-2023................. 1,500 1,382

<CAPTION>
Par
Amount Value
-------- --------
(dollars in thousands)
<S> <C> <C>
Skandinaviska Enskilda Banken,
6.875%, Due 2-15-2009......... $ 1,000 $ 982
Svenska Handelsbanken, 8.35%,
Due 7-15-2004................. 580 634
Swedish Bank FRN, 7.71875%,
Due 10-29-2049................ 2,500 2,550
Swedish Export Credit, 9.875%,
Due 3-15-1998................. 2,410 2,665
Swiss Bank Corporation, 7.50%,
Due 7-15-2025................. 950 989
--------
TOTAL FOREIGN BONDS......... 15,815
--------
TOTAL CORPORATE BONDS....... 76,589
--------
Shares
--------
PREFERRED STOCK - 0.44%
ConAgra Convertible E........... 55,000 2,159
National Semiconductor
Convertible A................. 13,000 1,138
RJR Nabisco, Convertible PERC... 29,300 183
Teledyne, Incorporated E........ 360 5
--------
TOTAL PREFERRED STOCK....... 3,485
--------
COMMON STOCK - 60.00%
FOREIGN STOCKS - 1.80%
Arthur Guinness & Sons, ADR..... 24,700 988
Exel Limited.................... 50,000 2,675
Hanson PLC, ADR................. 56,100 870
Moore Corporation Limited....... 120,000 2,295
Royal Dutch Petroleum Company,
New York Registry............. 30,000 3,686
Schlumberger Limited............ 30,000 1,868
The Seagram Company Limited..... 20,800 749
Volvo AB, ADR................... 55,000 1,244
--------
TOTAL FOREIGN STOCKS........ 14,375
--------
CONSUMER STAPLES -- 12.63%
DEPARTMENT AND MAIL ORDER - 1.70%
K Mart Corporation.............. 253,600 2,061
The May Department Store
Company....................... 91,800 3,603
J.C. Penney Company,
Incorporated.................. 130,475 5,496
Sears Roebuck & Company......... 40,000 1,360
</TABLE>

See accompanying notes

15
<PAGE> 207

AMERICAN AADVANTAGE BALANCED FUND
SCHEDULE OF INVESTMENTS
October 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
-------- --------
(dollars in thousands)
<S> <C> <C>
Woolworth Corporation........... 70,000 $ 1,024
--------
TOTAL DEPARTMENT AND MAIL
ORDER..................... 13,544
--------
DISTILLERS AND BREWERS - 0.76%
Anheuser-Busch Companies,
Incorporated.................. 76,300 5,036
Brown-Foreman, Incorporated..... 26,700 1,018
--------
TOTAL DISTILLERS AND
BREWERS................... 6,054
--------
DRUGS AND HOSPITAL SUPPLY - 4.13%
Allergan, Incorporated.......... 62,400 1,833
American Home Products
Corporation................... 60,800 5,388
Baxter International,
Incorporated.................. 175,300 6,771
Bristol-Myers Squibb Company.... 50,500 3,851
Eli Lilly & Company............. 37,915 3,664
Guidant Corporation............. 25,196 806
Merck & Company, Incorporated... 105,000 6,038
Upjohn Company.................. 46,500 2,360
Warner Lambert.................. 27,100 2,307
--------
TOTAL DRUGS AND HOSPITAL
SUPPLY.................... 33,018
--------
FOOD PROCESSING - 0.11%
Nabisco Holdings Corporation,
Class A....................... 32,900 884
--------
LEISURE - 0.36%
Brunswick Corporation........... 71,600 1,396
Hasbro, Incorporated............ 30,800 939
King World Productions,
Incorporated (non-income
producing).................... 16,500 575
--------
TOTAL LEISURE............... 2,910
--------
PHOTOGRAPHY - 1.05%
Eastman Kodak Company........... 133,900 8,385
--------
PUBLISHING - 0.67%
A.H. Belo, Incorporated, Class
A............................. 24,400 845
R.R. Donnelley & Sons Company... 30,000 1,095
Dun & Bradstreet Corporation.... 45,000 2,689
New York Times Company.......... 24,700 685
--------
TOTAL PUBLISHING............ 5,314
--------
RETAIL - OTHER - 0.34%
Giant Foods, Incorporated....... 40,000 1,285
Melville Corporation............ 45,000 1,440
--------
TOTAL RETAIL - OTHER........ 2,725
--------
TOBACCO - 3.51%
American Brands, Incorporated... 60,000 2,573

<CAPTION>
Shares Value
-------- --------
(dollars in thousands)
<S> <C> <C>
Philip Morris Companies,
Incorporated.................. 180,300 $ 15,235
RJR Nabisco Holdings............ 123,640 3,802
UST, Incorporated............... 214,000 6,420
--------
TOTAL TOBACCO............... 28,030
--------
TOTAL CONSUMER STAPLES...... 100,864
--------
INTEREST SENSITIVE - 22.39%
BANKS - 7.32%
BankAmerica Corporation......... 117,000 6,728
Bank of Boston Corporation...... 35,000 1,558
Bankers Trust Company New York.. 19,400 1,237
Chase Manhattan Corporation..... 132,100 7,530
Chemical Banking Corporation.... 136,712 7,775
Crestar Financial Corporation... 15,000 855
First Chicago NBD............... 68,100 4,622
First Interstate Bancorp........ 31,000 3,999
First of America Bank
Corporation................... 50,000 2,131
First Security Corporation...... 40,000 1,310
Fleet Financial Group,
Incorporated.................. 150,000 5,813
J.P. Morgan & Company,
Incorporated.................. 53,000 4,088
NationsBank Corporation......... 52,700 3,465
Norwest Corporation............. 214,800 6,337
Wells Fargo and Company......... 5,000 1,051
--------
TOTAL BANKS................. 58,499
--------
BUILDING AND MATERIALS - 0.41%
PPG Industries, Incorporated.... 45,000 1,913
Vulcan Materials Company........ 24,700 1,374
--------
TOTAL BUILDING AND
MATERIALS................. 3,287
--------
FINANCE - 0.62%
Beneficial Corporation.......... 44,000 2,156
Household International,
Incorporated.................. 50,000 2,813
--------
TOTAL FINANCE............... 4,969
--------
INSURANCE - LIFE AND MULTI-LINE - 2.35%
Aetna Life & Casualty Company... 69,000 4,856
American General Corporation.... 60,000 1,973
Aon, Incorporated............... 145,000 5,963
Lincoln National Corporation.... 45,000 2,008
Old Republic International
Corporation................... 34,800 996
</TABLE>

See accompanying notes

16
<PAGE> 208

AMERICAN AADVANTAGE BALANCED FUND
SCHEDULE OF INVESTMENTS
October 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
-------- --------
(dollars in thousands)
<S> <C> <C>
Travelers Corporation........... 59,669 $ 3,013
--------
TOTAL INSURANCE - LIFE AND
MULTI-LINE................ 18,809
--------
INSURANCE - PROPERTY AND CASUALTY - 2.52%
Ace Limited (non-income
producing).................... 100 3
Allstate Corporation............ 282,257 10,373
Safeco Corporation.............. 45,000 2,888
St. Paul Companies.............. 135,600 6,882
--------
TOTAL INSURANCE - PROPERTY
AND CASUALTY.............. 20,146
--------
SAVINGS AND LOAN - 1.22%
Great Western Financial
Corporation................... 308,300 6,975
H.F. Ahmanson & Company......... 110,000 2,750
--------
TOTAL SAVINGS AND LOAN...... 9,725
--------
UTILITIES - ELECTRIC - 2.84%
Centerior Energy................ 343,600 3,436
CMS Energy Corporation.......... 60,000 1,658
Detroit Edison Company.......... 39,000 1,316
Entergy Corporation............. 207,300 5,908
Illinova Corporation............ 60,000 1,703
Niagara Mohawk Power
Corporation................... 70,000 753
Public Service Enterprise Group,
Incorporated.................. 40,000 1,175
Unicom Corporation.............. 206,400 6,760
--------
TOTAL UTILITIES -
ELECTRIC.................. 22,709
--------
UTILITIES - NATURAL GAS - 1.04%
Columbia Gas Systems,
Incorporated.................. 500 19
Panhandle Eastern Corporation... 263,100 6,643
Peoples Energy Corporation...... 58,000 1,668
--------
TOTAL UTILITIES - NATURAL
GAS....................... 8,330
--------
UTILITIES - TELEPHONE - 2.28%
AT&T Corporation................ 69,000 4,416
Pacific Telesis Group,
Incorporated.................. 270,200 8,207
SBC Communications,
Incorporated.................. 30,000 1,676
US West, Incorporated........... 82,000 3,905
--------
TOTAL UTILITIES -
TELEPHONE................. 18,204
--------
MISCELLANEOUS - INTEREST SENSITIVE - 1.79%
American Express Company........ 234,600 9,531

<CAPTION>
Shares Value
-------- --------
(dollars in thousands)
<S> <C> <C>
Federal Home Loan Mortgage
Corporation................... 14,800 $ 1,025
Federal National Mortgage
Association................... 29,875 3,133
Fund American Enterprises,
Incorporated (non-income
producing).................... 8,800 607
--------
TOTAL MISCELLANEOUS -
INTEREST SENSITIVE........ 14,296
--------
TOTAL INTEREST SENSITIVE.... 178,974
--------
CONSUMER CYCLICALS - 3.69%
AUTOMOBILE AND TRUCK - 3.23%
Dana Corporation................ 200,500 5,138
Eaton Corporation............... 118,000 6,048
Ford Motor Company.............. 258,436 7,430
General Motors Corporation...... 164,800 7,210
--------
TOTAL AUTOMOBILE AND
TRUCK..................... 25,826
--------
ELECTRICAL HOUSEHOLD
EQUIPMENT - 0.21%
Newell Company.................. 24,600 593
Whirlpool Corporation........... 20,000 1,060
--------
TOTAL ELECTRICAL HOUSEHOLD
EQUIPMENT................. 1,653
--------
TIRE AND RUBBER - 0.25%
Cooper Tire and Rubber Company.. 70,000 1,619
Goodyear Tire & Rubber Company.. 9,000 342
--------
TOTAL TIRE AND RUBBER....... 1,961
--------
TOTAL CONSUMER CYCLICALS.... 29,440
--------
INTERMEDIATE GOODS AND
SERVICES - 11.35%
CHEMICALS - 1.51%
E.I. Du Pont De Nemours &
Company....................... 60,000 3,743
Eastman Chemical Company........ 37,100 2,207
FMC Corporation (non-income
producing).................... 14,000 1,003
Monsanto Company................ 30,000 3,143
Olin Corporation................ 30,000 1,939
--------
TOTAL CHEMICALS............. 12,035
--------
FOREST PRODUCTS - 1.50%
International Paper Company..... 60,000 2,220
James River Corporation of
Virginia...................... 40,000 1,285
Union Camp Corporation.......... 40,000 2,035
Weyerhaeuser Company............ 146,900 6,482
--------
TOTAL FOREST PRODUCTS....... 12,022
--------
</TABLE>

See accompanying notes

17
<PAGE> 209

AMERICAN AADVANTAGE BALANCED FUND
SCHEDULE OF INVESTMENTS
October 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
-------- --------
(dollars in thousands)
<S> <C> <C>
METALS - ALUMINUM - 0.54%
Aluminum Company of America..... 70,000 $ 3,570
Reynolds Metals Company......... 15,000 756
--------
TOTAL METALS - ALUMINUM..... 4,326
--------
NATURAL GAS
TRANSMISSION - 0.06%
Coastal Corporation............. 14,000 453
--------
OIL - 4.46%
Amoco Corporation............... 60,000 3,833
Atlantic Richfield
Corporation................... 10,000 1,068
Chevron Corporation............. 67,000 3,132
Exxon Corporation............... 77,600 5,927
Louisiana Land and Exploration
Company....................... 25,400 899
Mobil Corporation............... 20,000 2,015
Phillips Petroleum Company...... 227,200 7,327
Tenneco, Incorporated........... 136,000 5,967
Texaco, Incorporated............ 33,600 2,289
Ultramar Corporation............ 70,000 1,706
USX-Marathon Group.............. 50,000 888
Union Texas Petroleum Holdings,
Incorporated.................. 33,200 598
--------
TOTAL OIL................... 35,649
--------
OIL SERVICE - 0.28%
Baker Hughes, Incorporated...... 80,000 1,570
Ensco International (non-income
producing).................... 40,300 680
--------
TOTAL OIL SERVICE........... 2,250
--------
TRANSPORTATION - 1.33%
Conrail, Incorporated........... 55,000 3,781
CSX Corporation................. 12,000 1,005
Norfolk Southern Corporation.... 25,000 1,931
Ryder Systems, Incorporated..... 50,000 1,206
Union Pacific Corporation....... 32,500 2,125
Yellow Corporation.............. 45,000 591
--------
TOTAL TRANSPORTATION........ 10,639
--------
MISCELLANEOUS - INTERMEDIATE
GOODS & SERVICES - 1.67%
Corning, Incorporated........... 30,000 784
Dresser Industries.............. 146,700 3,044
GATX Corporation................ 40,000 1,900
Mapco, Incorporated............. 14,400 742

<CAPTION>
Shares Value
-------- --------
(dollars in thousands)
<S> <C> <C>
Phelps Dodge Corporation........ 108,100 $ 6,851
--------
TOTAL MISCELLANEOUS -
INTERMEDIATE GOODS &
SERVICES.................. 13,321
--------
TOTAL INTERMEDIATE GOODS &
SERVICES.................. 90,695
--------
CAPITAL GOODS - 8.14%
AEROSPACE - 3.94%
The Boeing Company.............. 59,900 3,931
Coltec Industries, Incorporated
(non-income producing)........ 55,100 599
Lockheed Martin Corporation..... 113,749 7,749
Northrop Corporation............ 43,000 2,462
Raytheon Company................ 218,000 9,510
Rockwell International
Corporation................... 45,000 2,003
Thiokol Corporation............. 18,100 627
United Technologies
Corporation................... 52,000 4,615
--------
TOTAL AEROSPACE............. 31,496
--------
CONGLOMERATES - 1.14%
Harsco Corporation.............. 39,000 2,057
Minnesota Mining and
Manufacturing Company......... 35,000 1,991
Teledyne, Incorporated.......... 12,000 299
Textron, Incorporated........... 69,300 4,764
--------
TOTAL CONGLOMERATES......... 9,111
--------
ELECTRICAL EQUIPMENT - 0.80%
General Electric Corporation.... 25,000 1,581
Honeywell, Incorporated......... 40,300 1,693
Sunbeam Corporation............. 58,000 870
Westinghouse Electric
Corporation................... 157,400 2,223
--------
TOTAL ELECTRICAL
EQUIPMENT................. 6,367
--------
MACHINERY - 0.36%
Cummins Engine, Incorporated.... 27,300 959
Deere and Company............... 14,000 1,251
Tecumseh Products Company....... 14,800 696
--------
TOTAL MACHINERY............. 2,906
--------
NEWSPAPERS-PUBLISHING &
PRINTING - 0.12%
Gannett Company................. 17,800 968
--------
OFFICE EQUIPMENT - 1.78%
Apple Computer.................. 28,400 1,031
International Business Machines
Corporation................... 15,000 1,459
Pitney Bowes, Incorporated...... 53,000 2,312
</TABLE>

See accompanying notes

18
<PAGE> 210

AMERICAN AADVANTAGE BALANCED FUND
SCHEDULE OF INVESTMENTS
October 31, 1995
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Shares Value
-------- --------
(dollars in thousands)
<S> <C> <C>
Xerox Corporation............... 72,600 $ 9,420
--------
TOTAL OFFICE EQUIPMENT...... 14,222
--------
TOTAL CAPITAL GOODS......... 65,070
--------
TOTAL COMMON STOCK.......... 479,418
--------
Par
Amount
--------
SHORT-TERM INVESTMENTS (NOTE A) - 3.01%
Abbey National Bank, ETD,
5.73%, Due 12-8-1995.......... $ 10,000 10,000
Bank Brussells Lambert, CTD,
5.9375%, Due 11-1-1995........ 9,054 9,054

<CAPTION>
Par
Amount Value
-------- --------
(dollars in thousands)
<S> <C> <C>
Sanwa Bank,YCD, 5.70%,
Due 12-5-95................... $ 5,000 $ 5,000
--------
TOTAL SHORT-TERM
INVESTMENTS............... 24,054
--------
TOTAL INVESTMENTS - 99.21%
(COST - $684,123)............. 792,673
--------
OTHER ASSETS, NET OF
LIABILITIES - 0.79%........... 6,340
--------
TOTAL NET ASSETS - 100%......... $799,013
========
</TABLE>

- ------------

Based on the cost of investments of $684,480 for federal income tax purposes at
October 31, 1995, the aggregate gross unrealized appreciation was $117,558, the
unrealized depreciation was $9,365, and the net unrealized appreciation of
investments was $108,193.

(A) Rates associated with short-term investments represent yield to maturity.

ABBREVIATIONS:

AB - Company
ADR - American Depository Receipt
ARM Adjustable Rate Mortgage
CTD - Cayman Time Deposit
ETD - Eurodollar Time Deposit
FRN - Floating Rate Note
MTN - Medium Term Note
PERC - Preferred Equity Redemption Certificate
PLC - Public Limited Corporation
YCD - Yankee Certificate of Deposit

See accompanying notes

19
<PAGE> 211

AMERICAN AADVANTAGE GROWTH AND INCOME FUND
SCHEDULE OF INVESTMENTS
October 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
-------- --------
(dollars in thousands)
<S> <C> <C>
PREFERRED STOCK - 0.53%
ConAgra Convertible E........... 55,000 $ 2,158
National Semiconductor
Convertible A................. 20,000 1,749
RJR Nabisco, Convertible PERC... 35,500 221
Teledyne, Incorporated E........ 4,224 60
--------
TOTAL PREFERRED STOCK....... 4,188
--------
COMMON STOCK - 93.35%
FOREIGN STOCKS - 2.92%
Arthur Guinness & Sons, ADR..... 112,400 4,495
Exel Limited.................... 50,000 2,674
Hanson PLC, ADR................. 278,700 4,319
Moore Corporation Limited....... 145,000 2,772
Royal Dutch Petroleum Company,
New York Registry............. 32,000 3,931
Schlumberger Limited............ 30,000 1,867
The Seagram Company Limited..... 30,700 1,104
Volvo AB, ADR................... 80,000 1,810
--------
TOTAL FOREIGN STOCKS........ 22,972
--------
CONSUMER STAPLES - 21.64%
DEPARTMENT AND MAIL ORDER - 2.62%
K Mart Corporation.............. 338,100 2,747
The May Department Store
Company....................... 106,000 4,161
J.C. Penney Company,
Incorporated.................. 245,500 10,342
Sears Roebuck & Company......... 60,000 2,040
Woolworth Corporation........... 90,000 1,316
--------
TOTAL DEPARTMENT AND MAIL
ORDER..................... 20,606
--------
DISTILLERS AND BREWERS - 0.87%
Anheuser-Busch Companies,
Incorporated.................. 103,300 6,818
--------
DRUGS AND HOSPITAL SUPPLY - 6.36%
Allergan, Incorporated.......... 46,400 1,363
American Home Products
Corporation................... 124,600 11,043
Baxter International,
Incorporated.................. 246,700 9,529
Bristol-Myers Squibb Company.... 131,100 9,996
Eli Lilly & Company............. 39,834 3,849
Guidant Corporation............. 30,063 962
Merck & Company, Incorporated... 105,000 6,038
Upjohn Company.................. 51,000 2,588
Warner Lambert.................. 54,600 4,648
--------
TOTAL DRUGS AND HOSPITAL
SUPPLY.................... 50,016
--------

<CAPTION>
Shares Value
-------- --------
(dollars in thousands)
<S> <C> <C>
FOOD PROCESSING - 0.37%
Nabisco Holdings Corporation,
Class A....................... 108,450 $ 2,915
--------
LEISURE - 1.21%
Brunswick Corporation........... 92,200 1,798
Hasbro, Incorporated............ 142,900 4,358
King World Productions,
Incorporated (non-income
producing).................... 95,500 3,331
--------
TOTAL LEISURE............... 9,487
--------
PHOTOGRAPHY - 1.67%
Eastman Kodak Company........... 210,000 13,151
--------
PUBLISHING - 1.99%
A.H. Belo, Incorporated, Class
A............................. 122,200 4,231
R.R. Donnelley & Sons Company... 75,000 2,738
Dun & Bradstreet Corporation.... 70,000 4,183
New York Times Company.......... 161,700 4,487
--------
TOTAL PUBLISHING............ 15,639
--------
RETAIL - OTHER - 0.57%
Giant Foods Inc................. 80,000 2,570
Melville Corporation............ 60,000 1,920
--------
TOTAL RETAIL - OTHER........ 4,490
--------
TOBACCO - 5.82%
American Brands, Incorporated... 55,000 2,358
Philip Morris Companies,
Incorporated.................. 288,300 24,361
RJR Nabisco Holdings............ 314,520 9,671
UST, Incorporated............... 312,100 9,363
--------
TOTAL TOBACCO............... 45,753
--------
MISCELLANEOUS - CONSUMER STAPLES - 0.16%
Gibson Greetings,
Incorporated.................. 90,550 1,256
--------
TOTAL CONSUMER STAPLES...... 170,131
--------
INTEREST SENSITIVE - 31.63%
BANKS - 9.89%
BankAmerica Corporation......... 113,000 6,498
Bank of Boston Corporation...... 60,000 2,670
Bankers Trust Company New York.. 102,500 6,534
Chase Manhattan Corporation..... 187,000 10,659
Chemical Banking Corporation.... 186,234 10,592
Crestar Financial Corporation... 30,000 1,710
First Chicago Corporation....... 91,500 6,211
First Interstate Bancorp........ 36,000 4,644
First of America Bank
Corporation................... 51,000 2,174
First Security Corporation...... 65,000 2,129
</TABLE>

See accompanying notes

20
<PAGE> 212

AMERICAN AADVANTAGE GROWTH AND INCOME FUND
SCHEDULE OF INVESTMENTS
October 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
-------- --------
(dollars in thousands)
<S> <C> <C>
Fleet Financial Group,
Incorporated.................. 242,800 $ 9,409
J.P. Morgan & Company,
Incorporated.................. 115,900 8,939
NationsBank Corporation......... 68,000 4,471
Wells Fargo and Company......... 5,000 1,051
--------
TOTAL BANKS................. 77,691
--------
BUILDING AND MATERIALS - 0.60%
PPG Industries, Incorporated.... 45,000 1,913
Vulcan Materials Company........ 50,000 2,781
--------
TOTAL BUILDING AND
MATERIALS................. 4,694
--------
FINANCE - 0.59%
Beneficial Corporation.......... 40,000 1,960
Household International,
Incorporated.................. 48,000 2,700
--------
TOTAL FINANCE............... 4,660
--------
INSURANCE - LIFE AND MULTI-LINE - 3.63%
Aetna Life & Casualty Company... 112,350 7,907
American General Corporation.... 75,000 2,466
Aon, Incorporated............... 180,600 7,427
Lincoln National Corporation.... 50,000 2,231
Old Republic International
Corporation................... 156,600 4,483
Travelers Corporation........... 78,896 3,984
--------
TOTAL INSURANCE - LIFE AND
MULTI-LINE................ 28,498
--------
INSURANCE - PROPERTY AND CASUALTY - 3.28%
Ace Limited (non-income
producing).................... 100 3
Allstate Corporation............ 379,780 13,957
Safeco Corporation.............. 55,000 3,530
St. Paul Companies.............. 163,400 8,293
--------
TOTAL INSURANCE - PROPERTY
AND CASUALTY.............. 25,783
--------
SAVINGS AND LOAN - 1.46%
Great Western Financial
Corporation................... 367,200 8,308
H.F. Ahmanson & Company......... 125,000 3,125
--------
TOTAL SAVINGS AND LOAN...... 11,433
--------
UTILITIES - ELECTRIC - 4.19%
Centerior Energy................ 479,100 4,791
CMS Energy Corporation.......... 60,000 1,658
Detroit Edison Company.......... 50,000 1,688

<CAPTION>
Shares Value
-------- --------
(dollars in thousands)
<S> <C> <C>
Entergy Corporation............. 298,300 $ 8,502
Illinova Corporation............ 70,000 1,986
New York State Electric & Gas
Corporation................... 70,000 1,768
Niagara Mohawk Power
Corporation................... 90,000 968
Peco Energy Company............. 55,000 1,609
Public Service Enterprise Group,
Incorporated.................. 70,700 2,077
Unicom Corporation.............. 240,400 7,873
--------
TOTAL UTILITIES -
ELECTRIC.................. 32,920
--------
UTILITIES - NATURAL GAS - 1.33%
Columbia Gas Systems Inc........ 700 27
Panhandle Eastern Corporation... 339,300 8,567
Peoples Energy Corporation...... 65,000 1,869
--------
TOTAL UTILITIES - NATURAL
GAS....................... 10,463
--------
UTILITIES - TELEPHONE - 3.34%
AT&T Corporation................ 115,600 7,398
Pacific Telesis Group,
Incorporated.................. 408,300 12,402
SBC Communications Inc.......... 30,000 1,676
US West, Incorporated........... 100,000 4,763
--------
TOTAL UTILITIES -
TELEPHONE................. 26,239
--------
MISCELLANEOUS - INTEREST SENSITIVE - 3.32%
American Express Company........ 299,000 12,147
Federal Home Loan Mortgage
Corporation................... 67,000 4,640
Federal National Mortgage
Association................... 63,700 6,681
Fund American Enterprises,
Incorporated (non-income
producing).................... 38,375 2,648
--------
TOTAL MISCELLANEOUS -
INTEREST SENSITIVE........ 26,116
--------
TOTAL INTEREST SENSITIVE.... 248,497
--------
CONSUMER CYCLICALS - 5.63%
AUTOMOBILE AND TRUCK - 4.92%
Dana Corporation................ 303,300 7,772
Eaton Corporation............... 178,600 9,153
Ford Motor Company.............. 371,436 10,679
General Motors Corporation...... 252,700 11,056
--------
</TABLE>

See accompanying notes

21
<PAGE> 213

AMERICAN AADVANTAGE GROWTH AND INCOME FUND
SCHEDULE OF INVESTMENTS
October 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
-------- --------
(dollars in thousands)
<S> <C> <C>
TOTAL AUTOMOBILE AND
TRUCK..................... $ 38,660
--------
ELECTRICAL HOUSEHOLD EQUIPMENT - 0.37%
Newell Company.................. 53,000 1,279
Whirlpool Corporation........... 30,000 1,590
--------
TOTAL ELECTRICAL HOUSEHOLD
EQUIPMENT................. 2,869
--------
TIRE AND RUBBER - 0.34%
Cooper Tire and Rubber Company.. 75,000 1,734
Goodyear Tire & Rubber Company.. 25,000 950
--------
TOTAL TIRE AND RUBBER....... 2,684
--------
TOTAL CONSUMER CYCLICALS.... 44,213
--------
INTERMEDIATE GOODS & SERVICES - 18.02%
CHEMICALS - 2.01%
E.I. Du Pont De Nemours &
Company....................... 55,000 3,431
Eastman Chemical Company........ 51,775 3,081
FMC Corporation (non-income
producing).................... 68,800 4,928
Monsanto Company................ 23,000 2,409
Olin Corporation................ 30,000 1,939
--------
TOTAL CHEMICALS............. 15,788
--------
FOREST PRODUCTS - 1.97%
International Paper Company..... 70,000 2,590
James River Corporation of
Virginia...................... 55,000 1,767
Union Camp Corporation.......... 50,000 2,544
Weyerhaeuser Company............ 194,700 8,591
--------
TOTAL FOREST PRODUCTS....... 15,492
--------
METALS - ALUMINUM - 0.76%
Aluminum Company of America..... 97,000 4,947
Reynolds Metals Company......... 20,000 1,008
--------
TOTAL METALS - ALUMINUM..... 5,955
--------
NATURAL GAS TRANSMISSION - 0.46%
Coastal Corporation............. 111,200 3,600
--------
OIL - 8.23%
Amoco Corporation............... 111,500 7,122
Atlantic Richfield
Corporation................... 30,000 3,203
Chevron Corporation............. 120,000 5,610
Exxon Corporation............... 127,100 9,707
Louisiana Land and Exploration
Company....................... 116,925 4,136

<CAPTION>
Shares Value
-------- --------
(dollars in thousands)
<S> <C> <C>
Mobil Corporation............... 31,500 $ 3,174
Phillips Petroleum Company...... 314,400 10,139
Tenneco, Incorporated........... 184,200 8,082
Texaco, Incorporated............ 110,000 7,494
Ultramar Corporation............ 90,000 2,194
USX-Marathon Group.............. 50,000 888
Union Texas Petroleum Holdings,
Incorporated.................. 164,000 2,952
--------
TOTAL OIL................... 64,701
--------
OIL SERVICE - 0.76%
Baker Hughes, Incorporated...... 158,400 3,109
Ensco International (non-income
producing).................... 167,400 2,825
--------
TOTAL OIL SERVICE........... 5,934
--------
TRANSPORTATION - 1.63%
Conrail, Incorporated........... 55,000 3,781
CSX Corporation................. 13,000 1,089
Norfolk Southern Corporation.... 20,000 1,545
Ryder Systems, Incorporated..... 82,000 1,978
Union Pacific Corporation....... 55,000 3,596
Yellow Corporation.............. 60,000 788
--------
TOTAL TRANSPORTATION........ 12,777
--------
MISCELLANEOUS - INTERMEDIATE GOODS &
SERVICES - 2.20%
Corning, Incorporated........... 40,000 1,045
Dresser Industries.............. 189,800 3,938
GATX Corporation................ 45,000 2,138
Mapco, Incorporated............. 38,100 1,962
Phelps Dodge Corporation........ 128,800 8,163
--------
TOTAL MISCELLANEOUS -
INTERMEDIATE GOODS &
SERVICES.................. 17,246
--------
TOTAL INTERMEDIATE GOODS &
SERVICES.................. 141,493
--------
CAPITAL GOODS - 13.49%
AEROSPACE - 6.47%
The Boeing Company.............. 93,900 6,162
Coltec Industries, Incorporated
(non-income producing)........ 248,500 2,702
Lockheed Martin Corporation..... 197,394 13,447
Northrop Corporation............ 40,600 2,324
Raytheon Company................ 350,600 15,295
Rockwell International
Corporation................... 45,000 2,003
Thiokol Corporation............. 103,700 3,591
United Technologies
Corporation................... 60,000 5,325
--------
TOTAL AEROSPACE............. 50,849
--------
</TABLE>

See accompanying notes

22
<PAGE> 214

--------
TOTAL CAPITAL GOODS......... $105,946
--------
TOTAL COMMON STOCK.......... 733,252
--------

<CAPTION>
Par
Amount Value
-------- --------
(dollars in thousands)
<S> <C> <C>
SHORT-TERM INVESTMENTS (NOTE A) - 6.33%
Abbey National Bank, ETD, 5.73%,
Due 12-08-1995................ $ 10,000 $ 10,000
Bank Brussells Lambert, CTD,
5.9375%,
Due 11-01-1995................ 24,714 24,714
Sanwa Bank, YCD, 5.65%,
Due 12-06-1995................ 14,993 14,993
--------
TOTAL SHORT-TERM
INVESTMENTS............... 49,707
--------
TOTAL INVESTMENTS - 100.21%
(COST $648,080)............... 787,147
--------
LIABILITIES, NET OF OTHER
ASSETS - (0.21%).............. (1,633)
--------
TOTAL NET ASSETS - 100%......... $785,514
========
</TABLE>

- ------------

Based on the cost of investments of $648,606 for federal income tax purposes at
October 31, 1995, the aggregate gross unrealized appreciation was $153,658, the
unrealized depreciation was $15,117, and the net unrealized appreciation of
investments was $138,541.

(A) Rates associated with short-term investments represent yield to maturity.

ABBREVIATIONS:

AB - Company
ADR - American Depository Receipt
CTD - Cayman Time Deposit
ETD - Eurodollar Time Deposit
PERC - Preferred Equity Redemption Certificate
PLC - Public Limited Corporation
YCD - Yankee Certificate of Deposit

See accompanying notes

23
<PAGE> 215

AMERICAN AADVANTAGE INTERNATIONAL EQUITY FUND
SCHEDULE OF INVESTMENTS
October 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
---------- --------
(dollars in thousands)
<S> <C> <C>
AUSTRALIA COMMON STOCK - 6.94%
Australia & New Zealand Banking
Group ORD $1.00.............. 776,077 $ 3,247
Brambles Industries, Limited... 350,000 3,717
Burns, Philip & Co., Limited... 400,000 895
CSR, Limited................... 265,000 845
GIO Australia Holdings,
Limited...................... 493,226 1,043
News Corporation, Limited...... 210,000 1,057
News Corporation Preferred
Rights....................... 105,000 479
Pacific Dunlop, Limited........ 401,000 970
Pioneer International,
Limited...................... 860,000 2,107
QBE Insurance Group, Limited... 421,724 1,861
Westpac Banking Corporation.... 386,000 1,583
--------
TOTAL AUSTRALIA COMMON
STOCK.................... 17,804
--------
AUSTRIA COMMON STOCK - 0.93%
EVN Energie-Versorgung
Niederoesterreich AG......... 3,300 403
Mayr-Melnhof Karton AG......... 12,000 700
VA Technologie AG.............. 11,000 1,274
--------
TOTAL AUSTRIA COMMON
STOCK.................... 2,377
--------
BELGIUM COMMON STOCK - 0.91%
Arbed, SA (non-income
producing)................... 3,000 298
G.I.B. Holdings, Limited,
NPV.......................... 13,450 525
Groupe Bruxelles Lambert, SA... 11,550 1,487
Groupe Bruxelles Lambert,
NPV.......................... 209 27
--------
TOTAL BELGIUM COMMON
STOCK.................... 2,337
--------
CANADA COMMON STOCK - 2.82%
Bank of Nova Scotia............ 62,439 1,340
Canadian Imperial Bank of
Commerce..................... 60,000 1,606
IMASCO, Limited................ 75,000 1,338
Newbridge Networks Corporation
(non-income producing)....... 40,000 1,223
Noranda, Incorporated.......... 62,500 1,249
Wascana Energy, Incorporated
(non-income producing)....... 60,000 474
--------
TOTAL CANADA COMMON
STOCK.................... 7,230
--------
DENMARK COMMON STOCK - 0.65%
Novo Nordisk AS, "B"........... 7,000 890
Unidanmark AS, "A"............. 17,000 781
--------
TOTAL DENMARK COMMON
STOCK.................... 1,671
--------

<CAPTION>
Shares Value
---------- --------
(dollars in thousands)
<S> <C> <C>
FINLAND COMMON STOCK - 1.70%
Enso-Gutzeit OY................ 170,000 $ 1,333
Huhtamaki Group I Free......... 18,300 543
Metsa-Serla OY................. 20,000 744
Repola OY...................... 90,000 1,742
--------
TOTAL FINLAND COMMON
STOCK.................... 4,362
--------
FRANCE COMMON STOCK - 6.92%
Alcatel Alsthom CG ORD......... 26,081 2,226
Banque Nationale De Paris...... 13,250 545
Bongrain SA.................... 1,450 767
Credit Lyonnais-CDI (non-income
producing)................... 10,000 515
ECCO SA........................ 3,750 581
Elf Aquitaine SA............... 54,676 3,721
Fianciere Paribas.............. 2,300 127
La France SA................... 8,000 1,063
Lafarge Coppee................. 30,000 1,987
PSA Peugeot.................... 6,200 807
Rhone-Poulenc "A".............. 50,000 1,089
Saint Gobain................... 7,000 834
Thomson CSF.................... 19,500 406
Total Petroleum Company B...... 43,954 2,715
Valeo SA FRF20................. 8,200 370
--------
TOTAL FRANCE COMMON
STOCK.................... 17,753
--------
GERMANY - 7.60%
PREFERRED STOCK - 1.60%
Herlitz AG..................... 4,947 869
RWE AG......................... 4,600 1,305
Spar Handels - AG.............. 1,700 367
Volkswagen AG.................. 6,800 1,550
--------
TOTAL GERMANY PREFERRED
STOCK.................... 4,091
--------
COMMON STOCK - 6.00%
BASF AG........................ 6,620 1,462
BAYER AG....................... 12,150 3,209
Commerzbank AG................. 4,000 924
Deutsche Bank AG............... 30,000 1,353
Karstadt AG.................... 3,780 1,637
Mannesmann AG.................. 5,400 1,772
Muenchener Rueckversicherung
Aktiengesellschaft........... 300 530
Muenchener Rueckversicherung
Aktiengesellschaft
AG - Reg................... 37 77
Muenchener Rueckversicherung
Aktiengesellschaft
Warrants................... 37 4
Varta AG (non-income
producing)................... 1,520 310
Veba AG........................ 77,500 3,172
Volkswagen AG.................. 3,000 943
--------
</TABLE>

See accompanying notes

24
<PAGE> 216

AMERICAN AADVANTAGE INTERNATIONAL EQUITY FUND
SCHEDULE OF INVESTMENTS
October 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
---------- --------
(dollars in thousands)
<S> <C> <C>
TOTAL GERMANY COMMON
STOCK.................... $ 15,393
--------
TOTAL GERMANY.............. 19,484
--------
HONG KONG COMMON STOCK - 5.39%
Amoy Properties................ 196,000 189
Cheung Kong Holdings,
Limited...................... 235,000 1,325
Dickson Concepts
(International), Limited..... 1,750,000 1,268
Hang Lung Development Company,
Limited...................... 710,000 1,180
HSBC Holdings, PLC............. 133,700 1,945
Hutchison Whampoa, Limited..... 200,000 1,102
National Mutual of Asia,
Limited...................... 1,700,000 1,308
New World Development Company,
Limited...................... 450,000 1,752
Oriental Press Group,
Limited...................... 3,005,000 1,234
Peregrine Investments Holdings,
Limited...................... 550,000 701
South China Morning Post
(Holdings), Limited.......... 1,100,000 640
Sun Hung Kai Properties,
Limited...................... 110,100 879
Swire Pacific, Limited "A"..... 40,000 300
--------
TOTAL HONG KONG COMMON
STOCK.................... 13,823
--------
IRELAND COMMON STOCK - 0.74%
Bank of Ireland Group.......... 279,300 1,898
--------
TOTAL IRELAND COMMON
STOCK.................... 1,898
--------
ITALY - 2.20%
PREFERRED STOCK - 0.15%
Concessioni E Costruzioni
Autostrade................... 350,000 376
--------
ITALY COMMON STOCK - 2.05%
Danieli Group Risp............. 473,960 1,308
Sasib, SPA..................... 231,000 572
STET Risp (non convertible).... 490,000 1,068
STET Societa Finanziaria
Telefonica................... 550,000 1,558
Telecom Italia, SPA............ 500,000 759
--------
TOTAL ITALY COMMON STOCK... 5,265
--------
TOTAL ITALY................ 5,641
--------
JAPAN COMMON STOCK - 12.83%
Aisin Seiki Company, Limited... 56,000 734
Canon, Incorporated............ 70,000 1,198
Chudenko Corporation........... 9,000 328
Daibiru Corporation............ 77,000 783
Daicel Chemical................ 75,000 394
Daikin Industries.............. 34,000 271

<CAPTION>
Shares Value
---------- --------
(dollars in thousands)
<S> <C> <C>
Dainippon Ink & Chemical....... 57,000 $ 243
Daiwa House Industry Company,
Limited...................... 103,000 1,541
East Japan Railway Company..... 160 756
Fuji Photo Film................ 183,000 4,528
Hitachi Koki Co., Limited...... 20,000 178
Hitachi, Limited............... 120,000 1,232
KAO Corporation................ 110,000 1,334
Kirin Brewery Company,
Limited...................... 73,000 735
Matsushita Electric Industrial
Company...................... 110,000 1,560
Nichicon Corporation........... 72,000 972
Nichido Fire & Marine
Insurance.................... 140,000 1,047
Nintendo Company, Limited...... 32,000 2,354
Nippon Sanso K K............... 10,000 45
Nippon Telegraph & Telephone
Corporation.................. 101 829
Promise Co. Ltd................ 21,000 828
Ryosan Company................. 12,000 333
Sekisui Chemical Company,
Limited...................... 127,000 1,652
Sony Corporation............... 41,800 1,881
Stanley Electric Company,
Limited...................... 57,000 350
Sumitomo Marine & Fire......... 53,000 379
Sumitomo Rubber Industries..... 135,000 1,076
Suzuki Motor Corporation,
Limited...................... 167,000 1,682
TDK Corporation................ 20,000 1,031
Toyo Seikan Kaisha............. 40,000 1,146
Toyota Motor Corporation....... 65,000 1,208
Yamato Kogyo Company, Limited.. 26,000 206
Yurtec Corporation............. 3,200 58
--------
TOTAL JAPAN COMMON STOCK... 32,892
--------
MALAYSIA COMMON STOCK - 0.64%
Kedah Cement Holdings BHD...... 350,000 545
Malaysian International
Shipping Corporation BHD..... 226,666 597
Sime Darby BHD................. 196,000 490
--------
TOTAL MALAYSIA COMMON
STOCK.................... 1,632
--------
NETHERLANDS COMMON STOCK - 8.66%
ABN AMRO Holdings NV........... 71,837 3,014
Aegon NV....................... 45,000 1,706
Akzo Nobel NV ORD.............. 19,550 2,223
Fortis AMEV NV................. 29,460 1,848
Hollandsche Beton Groep NV..... 11,428 1,721
Internationale Nederlanden
Groep NV..................... 91,766 5,465
Koninklijke Bijenkorf Beheer... 11,000 780
Nedlloyd Groep NV.............. 12,000 305
Philips Electronics............ 65,000 2,509
Royal PTT Nederland NV......... 38,000 1,335
</TABLE>

See accompanying notes

25
<PAGE> 217

AMERICAN AADVANTAGE INTERNATIONAL EQUITY FUND
SCHEDULE OF INVESTMENTS
October 31, 1995
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Shares Value
---------- --------
(dollars in thousands)
<S> <C> <C>
Unilever NV.................... 10,000 $ 1,308
--------
TOTAL NETHERLANDS COMMON
STOCK.................... 22,214
--------
</TABLE>

<TABLE>
<CAPTION>
Par
Amount
----------
<S> <C> <C>
NEW ZEALAND - 1.25%
BONDS - 0.02%
Brierley Investments, Limited
Subordinated Convertible,
9.00%, Due 6-30-1998........ $ 63 45
--------
TOTAL NEW ZEALAND BONDS... 45
--------
</TABLE>
<TABLE>
<CAPTION>
Shares
----------
<S> <C> <C>
COMMON STOCK - 1.23%
Brierley Investments,
Limited..................... 1,400,000 1,090
Fisher & Paykel, Limited...... 11,300 37
Fletcher Challenge, Limited... 765,000 2,025
--------
TOTAL NEW ZEALAND COMMON
STOCK................... 3,152
--------
TOTAL NEW ZEALAND......... 3,197
--------
NORWAY COMMON STOCK - 3.11%
Den Norske Bank, Series A
Free........................ 236,000 648
Hafslund Nycomed, Series B
Free........................ 99,500 2,779
Kvaerner Industries AS........ 20,789 874
Norsk Hydro AS................ 40,000 1,593
Saga Petroleum, Series B
Free........................ 100,000 1,204
Unitor AS..................... 70,000 865
--------
TOTAL NORWAY COMMON
STOCK................... 7,963
--------
SINGAPORE COMMON STOCK - 0.79%
Hong Kong Land (SGD).......... 250,000 450
Neptune Orient Lines.......... 300,000 329
Sembawang Corporation......... 258,000 1,249
--------
TOTAL SINGAPORE COMMON
STOCK................... 2,028
--------
SPAIN COMMON STOCK - 4.20%
Banco Espana Credito SA....... 7,000 47
Banco Popular Espanol......... 5,500 872
Banco Santander SA............ 35,300 1,536
Iberdrola SA.................. 300,357 2,260
Repsol SA..................... 31,000 924
Telefonica de Espana SA....... 359,000 4,522
Uralita (non-income
producing).................. 59,250 596
--------
TOTAL SPAIN COMMON
STOCK................... 10,757
--------

<CAPTION>
Shares Value
---------- --------
(dollars in thousands)
<S> <C> <C>
SWEDEN COMMON STOCK - 4.06%
Assidomaen AB................. 48,000 $ 1,120
Astra AB, "B" Free............ 48,000 1,734
Celsius Industrier AB, "B".... 112,000 2,116
Electrolux AB................. 30,000 1,282
Esselte AB, "A" Free.......... 2,000 30
Esselte AB, "B" Free.......... 17,000 249
Foreningsbanken AB (non-income
producing).................. 400,000 945
Scribona AB, "B" Free......... 27,900 477
Skandinaviska Enskilda
Banken A.................... 130,000 877
SKF AB, "B" Free.............. 40,000 759
Svedala Industries, "A"
Free........................ 32,000 812
--------
TOTAL SWEDEN COMMON
STOCK................... 10,401
--------
SWITZERLAND COMMON STOCK - 8.73%
BBC Brown Boveri & CIE Series
A........................... 1,300 1,506
Bucher Holdings AG............ 1,100 692
Ciba-Geigy AG................. 6,225 5,384
Forbo Holding AG-R............ 1,040 438
Gerbrueder Sulzer AG.......... 710 453
Nestle Limited................ 3,750 3,926
SGS Surveillance Holding SA... 4,200 1,441
Sig Schweiz Industries HG
AG.......................... 700 1,515
SMH AG........................ 2,000 1,246
Societe Generale Surveillance
LTD......................... 240 453
Sulzer, AG.................... 3,450 2,064
Swiss Reinsurance Company..... 2,333 2,550
Zuerich Versicherung.......... 2,500 715
--------
TOTAL SWITZERLAND COMMON
STOCK................... 22,383
--------
UNITED KINGDOM COMMON STOCK - 10.88%
Albert Fisher Group, PLC...... 1,452,500 1,169
Argyll Group, PLC............. 309,677 1,573
Associated British Foods
Group....................... 36,000 400
Barclays, PLC................. 27,900 327
Barratt Developments PLC...... 280,000 857
BAT Industries, PLC........... 216,000 1,769
Burton Group, PLC............. 900,000 1,434
Commercial Union, PLC......... 110,000 1,064
GKN, PLC...................... 60,000 764
Govett & Company, Limited..... 130,000 498
Grand Metropolitan, PLC....... 135,229 935
Hanson, PLC................... 346,000 1,058
Hillsdown Holdings, PLC....... 526,961 1,397
Kwik Save Group, PLC.......... 118,100 1,293
National Power Ord 50P........ 50,000 389
National Westminster Bank,
PLC......................... 175,000 1,745
PowerGen, PLC (Partial)....... 310,000 1,262
</TABLE>

See accompanying notes

26
<PAGE> 218

AMERICAN AADVANTAGE INTERNATIONAL EQUITY FUND
SCHEDULE OF INVESTMENTS
October 31, 1995
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Shares Value
---------- --------
(dollars in thousands)
<S> <C> <C>
Reckitt & Colman, PLC......... 94,357 $ 1,002
Rolls Royce................... 155,000 377
Royal Insurance Holdings,
PLC......................... 76,000 469
Salvesen, (Christian), PLC.... 260,000 993
Shell Transportation and
Trading, PLC................ 45,000 526
Sun Alliance Group, PLC....... 150,000 895
Tate & Lyle, PLC.............. 49,500 351
Tesco, PLC.................... 340,173 1,610
Thames Water Group, PLC....... 64,800 539
Unilever, PLC................. 80,000 1,551
Welsh Water, PLC.............. 75,000 891
WPP Group, PLC................ 307,500 747
--------
TOTAL UNITED KINGDOM
COMMON STOCK............ 27,885
--------
FOREIGN SECURITIES DENOMINATED IN U.S. DOLLARS - 2.25%
Dairy Farm International...... 908,000 745
GP Batteries International
Limited..................... 137,000 334
Jardine Matheson Holdings..... 386,600 2,358
Jardine Strategic............. 632,000 1,700
Telefonos De Mexico ADR....... 23,500 646
--------
TOTAL FOREIGN SECURITIES DENOMINATED
IN U.S. DOLLARS..................... 5,783
--------
</TABLE>

<TABLE>
<CAPTION>
Par Amount Value
---------- --------
(dollars in thousands)
<S> <C> <C>
UNITED STATES GOVERNMENT OBLIGATIONS (NOTE A) - 4.70%
U. S. Treasury Bill, 5.28%,
Due 11-2-1995............... $ 2,257 $ 2,256
U. S. Treasury Bill, 5.29%,
Due 11-9-1995............... 2,054 2,051
U. S. Treasury Bill, 5.18%,
Due 11-16-1995.............. 459 458
U. S. Treasury Bill, 5.30%,
Due 11-24-1995.............. 142 142
U. S. Treasury Bill, 5.17%,
Due 11-30-1995.............. 565 563
U. S. Treasury Bill, 5.21%,
Due 12-7-1995............... 3,186 3,169
U. S. Treasury Bill, 5.13%,
Due 12-14-1995.............. 1,689 1,678
U. S. Treasury Bill, 5.18%,
Due 12-21-1995.............. 330 328
U. S. Treasury Bill, 5.19%,
Due 12-28-1995.............. 32 32
U. S. Treasury Bill, 5.29%,
Due 1-11-1996............... 1,398 1,383
--------
TOTAL UNITED STATES
GOVERNMENT
OBLIGATIONS............. 12,060
--------
TOTAL INVESTMENTS -
98.90% (COST - $230,014).... 253,575
--------
OTHER ASSETS, NET OF
LIABILITIES - 1.10%......... 2,832
--------
TOTAL NET ASSETS - 100%....... $256,407
=========
</TABLE>

- ------------

Based on the cost of investments of $230,156 for federal income tax purposes at
October 31,1995, the aggregate gross unrealized appreciation was $33,704, the
aggregate gross unrealized depreciation was $10,285, and the net unrealized
appreciation of investments was $23,419.

(A) Rates associated with United States Government Bonds represent yield to
maturity from time of purchase.

ABBREVIATIONS:

AB - Company (Sweden)
ADR American Depository Receipt
AG - Company (Austria, Germany, Switzerland)
AS - Company (Denmark, Norway)
BHD - Berhard (Malaysia)
CDI - Certificate of Investment (France)
CG - Company General (France)
HG - Holding (Switzerland)
NPV - No Par Value (Belgium)
NV - Company (Netherlands)
ORD - Ordinary (Netherlands, France, Australia)
OY - Company (Sweden)
PLC - Public Limited Corporation (UK, Hong Kong)
SA - Company (Switzerland, Spain, Mexico, France, Belgium)
SGD - Singapore Registered (Hong Kong)
SPA - Company (Italy)

See accompanying notes

27
<PAGE> 219

AMERICAN AADVANTAGE INTERNATIONAL EQUITY FUND
INDUSTRY DIVERSIFICATION
October 31, 1995
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Percent of
Net Assets
----------
<S> <C>
Basic Industry................................................................... 25.46%
Capital Goods.................................................................... 12.19
Consumer Goods & Services........................................................ 23.91
Energy........................................................................... 4.86
Financing, Insurance & Real Estate............................................... 22.69
Transportation................................................................... 0.89
Utilities........................................................................ 4.19
Short Term Investments........................................................... 5.46
Other Assets/Liabilities......................................................... 0.35
--------
NET ASSETS............................................................. 100.00%
========

</TABLE>
28
<PAGE> 220

AMERICAN AADVANTAGE LIMITED-TERM INCOME FUND

SCHEDULE OF INVESTMENTS
October 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Par
Amount Value
-------- --------
(dollars in thousands)
<S> <C> <C>
U.S. GOVERNMENT AGENCY
OBLIGATIONS - 22.76%
Federal Home Loan Mortgage
Corporation, MH-1 A REMIC,
10.15%, Due 4-15-2006......... $ 268 $ 276
Federal Home Loan Mortgage
Corporation, ARM #877362,
6.125%, Due 7-1-2025.......... 9,600 9,775
Federal National Mortgage
Association, 1992-203 EB,
6.25%, Due 6-25-2005.......... 5,000 5,000
Federal National Mortgage
Association, 93 135 Z, 5.85%,
Due 7-25-2005................. 18,245 17,858
Federal National Mortgage
Association, 1995-W1 A1,
8.40%, Due 4-25-2025.......... 5,495 5,564
Federal National Mortgage
Association, ARM #80891,
6.787%, Due 1-1-2019.......... 4,399 4,528
Federal National Mortgage
Association, ARM #95321,
6.3425%, Due 4-1-2030......... 3,321 3,445
--------
TOTAL U.S. GOVERNMENT AGENCY
OBLIGATIONS............... 46,446
--------
ASSET-BACKED SECURITIES - 9.21%
Household Finance Credit Card
Trust, 1991 1 B, 8.125%, Due
10-15-1997.................... 7,500 7,556
Standard Credit Card Master
Trust, 1991 1 B, 9.00%, Due
8-7-1997...................... 11,000 11,234
--------
TOTAL ASSET-BACKED
SECURITIES................ 18,790
--------
CORPORATE OBLIGATIONS - 45.54%
BANK NOTES - 10.48%
Capital One, 8.125%, Due
2-27-1998..................... 5,000 5,199
Capital One, 8.125%, Due
3-1-2000...................... 5,000 5,305
Southtrust Bank of Alabama,
7.69%, Due 5-15-2025, Puttable
5-15-2005..................... 10,000 10,869
--------
TOTAL BANK NOTES............ 21,373
--------
BANK HOLDING COMPANIES - 12.49%
BanPonce Corporation, MTN,
6.71%, Due 5-16-1997.......... 7,000 7,049
Midlantic Corporation, 9.25%,
Due 9-1-1999.................. 9,551 10,393

<CAPTION>
Par
Amount Value
-------- --------
(dollars in thousands)
<S> <C> <C>
Regions Financial Corporation,
7.75%, Due 9-15-2024, Puttable
9-15-2004..................... $ 7,500 $ 8,050
--------
TOTAL BANK HOLDING
COMPANIES................. 25,492
--------
PERSONAL CREDIT - 12.58%
Chrysler Financial Corporation,
12.75%, Due 11-01-1999........ 8,000 9,703
Ford Motor Credit Company,
6.25%, Due 2-26-1998.......... 5,000 5,029
Household Financial Corporation,
8.95%, Due 9-15-1999.......... 10,000 10,929
--------
TOTAL PERSONAL CREDIT....... 25,661
--------
SECURITIES FIRMS - 9.99%
Bear Stearns Companies,
Incorporated, 6.92%, Due
3-9-1999...................... 10,000 9,915
Lehman Brothers Holding, VR MTN,
5.71%, Due 1-12-1999.......... 5,500 5,443
Lehman Brothers, MTN, 6.90%, Due
7-15-1999..................... 5,000 5,038
--------
TOTAL SECURITIES FIRMS...... 20,396
--------
TOTAL CORPORATE
OBLIGATIONS............... 92,922
--------
NON-AGENCY MORTGAGE BACKED
OBLIGATIONS - 15.67%
Collateralized Mortgage
Obligation Trust, 56 A, 9.00%,
Due 5-1-2014.................. 293 302
Residential Funding Securities
Corporation, 6.7125%, Due
6-25-2025..................... 7,020 7,018
Resolution Trust Corporation,
1992-MH3 B1, 7.25%, Due
12-15-2011.................... 9,610 9,695
Resolution Trust Corporation,
1992-7 A3, 6.97312%, Due
3-25-2022..................... 3,510 3,580
Resolution Trust Corporation,
1992-6 A3, 6.3616%, Due
1-25-2026..................... 3,403 3,499
Resolution Trust Corporation,
1992-1 A1, 6.3860%, Due
5-25-2028..................... 3,910 3,989
Resolution Trust Corporation,
1992-4 A2, 6.2696%, Due
7-25-2028..................... 3,810 3,892
--------
TOTAL NON-AGENCY
MORTGAGE BACKED
OBLIGATIONS............... 31,975
--------
FOREIGN SOVEREIGN OBLIGATION - 2.75%
Quebec, Province of, 8.625%, Due
1-19-2005..................... 5,000 5,606
--------
</TABLE>

See accompanying notes

29
<PAGE> 221

AMERICAN AADVANTAGE LIMITED-TERM INCOME FUND
SCHEDULE OF INVESTMENTS
October 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Par
Amount Value
-------- --------
(dollars in thousands)
<S> <C> <C>
REPURCHASE AGREEMENT (NOTE A) - 3.59%
Lehman Brothers, Inc., REPO,
5.86%, Dated 10-31-1995, Due
11-1-1995, with a maturing
value of 7,354,
(Collateralized by $7,354 U.S.
Treasury Note, 6.625%, Due
3-31-1997, market
value - $7,499)............... $ 7,331 $ 7,331
--------

<CAPTION>
Par
Amount Value
-------- --------
(dollars in thousands)
<S> <C> <C>
TOTAL INVESTMENTS - 99.52% (COST
$203,007)..................... $203,070
--------
OTHER ASSETS, NET OF
LIABILITIES - 0.48%........... 976
--------
TOTAL NET ASSETS - 100%......... $204,046
=========
</TABLE>

- ---------------

Based on the cost of investments of $203,007 for federal income tax purposes at
October 31, 1995, the aggregate gross unrealized appreciation was $568, the
unrealized depreciation was $505, and the net unrealized appreciation of
investments was $63.

(A) Rates associated with short-term investments represent yield to maturity.

ABBREVIATIONS:

ARM - Adustable Rate Mortgage
MTN - Medium Term Note
REMIC - Real Estate Mortgage Investment Conduit
REPO - Repurchase Agreement
VR - Variable Rate

See accompanying notes

30
<PAGE> 222

AMERICAN AADVANTAGE MONEY MARKET FUND
SCHEDULE OF INVESTMENTS
October 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Par
Amount Value
-------- ----------
(dollars in thousands)
<S> <C> <C>
EURODOLLAR TIME DEPOSITS
(NOTE A) - 7.87%
Bank Brussells Lambert,
5.9375%, Due 11-1-1995...... $ 60,167 $ 60,167
Bank of Ireland, 5.9375%,
Due 11-1-1995............... 46,000 46,000
----------
TOTAL EURODOLLAR TIME
DEPOSITS................ 106,167
----------
CERTIFICATES OF DEPOSIT
(NOTE A) - 14.02%
YANKEE DOLLAR, FOREIGN
BANKS - 11.79%
Banca CRT, S.P.A., Variable
Rate, 5.8125%,
Due 12-20-1995.............. 90,000 90,000
Postipankki Bank, Limited, New
York, Variable Rate Demand,
5.875%, Due 9-5-1996
(Note C).................... 69,000 69,000
----------
TOTAL YANKEE CERTIFICATES
OF DEPOSIT.............. 159,000
----------
DOMESTIC BANK - 2.23%
Banco Popular de Puerto Rico,
Variable Rate, 6.0625%,
Due 4-1-1996 (Note B)....... 30,000 30,000
----------
TOTAL CERTIFICATES OF
DEPOSIT................. 189,000
----------
BANKERS' ACCEPTANCES
(NOTE A) - 8.51%
Bank of Tokyo, Los Angeles,
5.98%, Due 11-6-1995........ 7,000 6,994
Bank of Tokyo, New York,
6.20%, Due 2-1-1996......... 25,000 24,610
Bank of Tokyo, New York,
6.13%, Due 2-7-1996......... 10,000 9,836
Bank of Tokyo, New York,
5.86%, Due 2-15-1996........ 6,000 5,899
Bank of Tokyo, New York,
5.86%, Due 2-16-1996........ 8,500 8,355
Bank of Tokyo, New York,
5.87%, Due 3-18-1996........ 6,000 5,869
Industrial Bank of Japan,
Los Angeles, 6.11%,
Due 2-20-1996............... 36,200 35,533
Sanwa Bank, Limited, New York,
6.16%, Due 2-12-1996........ 18,000 17,689
----------
TOTAL BANKERS'
ACCEPTANCES............. 114,785
----------

<CAPTION>
Par
Amount Value
-------- ----------
(dollars in thousands)
<S> <C> <C>
COMMERCIAL PAPER
(NOTE A) - 8.82%
Caterpillar Financial Services
Corporation, 5.96%, Due
11-17-1995.................. $ 20,000 $ 19,948
Caterpillar Financial Services
Corporation, 5.97%, Due
11-21-1995.................. 50,000 49,839
Chrysler Financial
Corporation, 5.74%, Due
2-27-1996................... 50,000 49,099
----------
TOTAL COMMERCIAL PAPER.... 118,886
----------
VARIABLE RATE MEDIUM-TERM NOTES
(NOTE A) - 34.33%
American Honda Finance
Corporation, 5.9375%,
Due 1-26-1996............... 75,000 74,996
BanPonce Corporation, 6.0625%,
Due 2-16-1996 (Note B)...... 27,000 27,000
BanPonce Corporation, 6.0625%,
Due 2-28-1996 (Note B)...... 25,000 25,000
Barnett Banks, Incorporated,
5.9375%, Due 1-26-1996...... 100,000 100,000
Bear Stearns Companies,
Incorporated, 5.99%,
Due 2-5-1996................ 25,000 25,000
FINOVA Capital Corporation,
6.125%, Due 2-15-1996....... 32,275 32,289
General Electric Capital
Corporation, 5.953125%,
Due 10-3-1996............... 20,000 20,012
General Motors Acceptance
Corporation, 6.0625%,
Due 12-22-1995.............. 44,500 44,504
General Motors Acceptance
Corporation, 6.125%,
Due 5-6-1996................ 10,000 10,008
Key Corporation, 5.8625%,
Due 12-21-1995.............. 52,000 52,000
Norwest Corporation, 5.8625%,
Due 9-18-1996............... 25,000 25,024
Wells Fargo & Company,
5.7925%, Due 1-19-1996...... 27,000 26,999
----------
TOTAL VARIABLE RATE
MEDIUM - TERM NOTES..... 462,832
----------
BANK NOTES (NOTE A) - 16.47%
First National Bank of Boston,
5.75%, Due 12-4-1995........ 40,000 40,000
First National Bank of Boston,
Variable Rate, 5.905%,
Due 1-22-1996............... 35,000 35,000
Old Kent Bank & Trust Company,
Grand Rapids, Variable Rate,
5.9375%, Due 1-16-1996...... 37,000 37,000
</TABLE>

See accompanying notes

31
<PAGE> 223

<CAPTION>
Par
Amount Value
-------- ----------
(dollars in thousands)
<S> <C> <C>
PROMISSORY NOTE
(NOTE A) - 5.19%
Goldman Sachs Group L.P.,
5.875%, Due 1-12-1996....... $ 70,000 $ 70,000
----------
TOTAL INVESTMENTS - 99.88%
(COST $1,346,670)........... 1,346,670
----------
OTHER ASSETS, NET OF
LIABILITIES - 0.12%......... 1,645
----------
TOTAL NET
ASSETS - 100%............... $1,348,315
==========
</TABLE>

- ---------------

Based on the cost of investments of $1,346,670 for federal income tax purposes
at October 31, 1995, there was no unrealized appreciation or depreciation of
investments.

(A) Rates associated with money market securities represent yield to maturity or
yield to next reset date.

(B) Obligation is subject to a same day credit quality put back to issuer.

ABBREVIATION:

L.P. -- Limited Partnership

See accompanying notes

32
<PAGE> 224

AMERICAN AADVANTAGE MUNICIPAL MONEY MARKET FUND
SCHEDULE OF INVESTMENTS
October 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Par
Amount Value
------ --------
(dollars in thousands)
<S> <C> <C>
MUNICIPAL BONDS (NOTE A) - 83.59%
ALABAMA - 3.07%
Phenix City Industrial
Development Board (Mead Coated
Board Project) Series 1993A,
3.90%, Due 6-1-2028, LOC
Toronto Dominion Bank, VRDO... $ 600 $ 600
-------
TOTAL ALABAMA............... 600
-------
CALIFORNIA - 3.58%
Irvine Ranch Calif. Water
District Series 1993, 3.90%,
Due 4-1-2033, LOC Bank Of
America, VRDO................. 700 700
-------
TOTAL CALIFORNIA............ 700
-------
FLORIDA - 1.02%
Dade County, Florida Capital
Asset Acquisition, Series
1990, 4.15%, Due 10-1-2010,
LOC Sanwa Bank, VRDO.......... 200 200
-------
TOTAL FLORIDA............... 200
-------
GEORGIA - 15.34%
Development Authority of
Cartersville (Sekisui Jushi
America, Inc. Project) Series
1992, 4.95%, Due 6-1-2012, LOC
Sanwa Bank, Limited, VRDO..... 900 900
Gainesville Redevelopment
Authority Series 1986, (Hotel
of Gainesville Assoc. Project)
4.95%, Due 12-1-2007, LOC
SunTrust Bank, Atlanta,
VRDO.......................... 900 900
Thomaston-Upson County
Industrial Development Revenue
Authority (Yamaha Music
Manufacturing, Inc.), 5.10%,
Due 8-1-2018, LOC Bank of
Tokyo, VRDO................... 1,200 1,200
-------
TOTAL GEORGIA............... 3,000
-------
INDIANA - 7.66%
Indianapolis Indiana Resource
Recovery Revenue Bonds (Ogden
Martin Systems of
Indianapolis, Inc. Project)
4.20%, Due 12-1-2016, LOC
Swiss Bank, VRDO.............. 900 900
Seymour Economic Development
Revenue Bonds (Kobelco Metal
Powder of America, Inc.,
Project) 5.10%, Due
12-15-1997, LOC Industrial
Bank of Japan, VRDO........... 600 600
-------
TOTAL INDIANA............... 1,500
-------

<CAPTION>
Par
Amount Value
------ -------
(dollars in thousands)
<S> <C> <C>
KENTUCKY - 3.58%
Bowling Green Industrial
Building Revenue Bonds (TWN
Fastener, Inc. Project) Series
1988, 4.45%, Due 3-1-2008, LOC
Industrial Bank of Japan,
VRDO.......................... $ 700 $ 700
-------
TOTAL KENTUCKY.............. 700
-------
LOUISIANA - 5.67%
Louisiana Public Facilities
Authority Revenue Bonds Series
1985A, 4.30%, Due 12-1-2005,
LOC Sumitomo Bank, Limited,
VRDO.......................... 1,110 1,110
-------
TOTAL LOUISIANA............. 1,110
-------
MICHIGAN - 2.04%
Delta County, Michigan Economic
Development Authority (Mead -
Escanaba Paper Company
Project) Series 1985C, 4.00%,
Due 12-1-2023, LOC Bank of
Nova Scotia, VRDO............. 400 400
-------
TOTAL MICHIGAN.............. 400
-------
NEBRASKA - 4.60%
Lancaster County (Sun-Husker
Foods, Incorporated Project)
Series 1989, 4.45%, Due
8-15-2009, LOC Bank of Tokyo,
VRDO.......................... 900 900
-------
TOTAL NEBRASKA.............. 900
-------
NEVADA - 6.64%
Clark County Industrial
Development Revenue Bond,
(Nevada Power Company Project)
Series 1985, 4.70%, Due
12-1-2015, LOC Fuji Bank,
Limited, VRDO................. 1,300 1,300
-------
TOTAL NEVADA................ 1,300
-------
NEW YORK - 3.58%
The City of New York General
Obligation Series 1994 B-2(1),
4.05%, Due 8-15-2020, LOC
Dai-Ichi Kangyo Bank, VRDO.... 400 400
New York State Environmental
Facilities Corporation (Equity
of Huntington, Inc. Project)
Series 1989, 4.10%, Due
11-1-2014, LOC Union Bank of
Switzerland, VRDO............. 300 300
-------
TOTAL NEW YORK.............. 700
-------
</TABLE>

See accompanying notes

33
<PAGE> 225

AMERICAN AADVANTAGE MUNICIPAL MONEY MARKET FUND
SCHEDULE OF INVESTMENTS
October 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Par
Amount Value
------ --------
(dollars in thousands)
<S> <C> <C>
PENNSYLVANIA - 7.66%
Gettysburg Area Industrial
Development Authority,
(Dal-Tile Corporation) Series
1987B, 4.10%, Due 3-1-2004,
LOC Credit Suisse, VRDO....... $ 800 $ 800
Northumberland County Industrial
Development Authority (Foster
Wheeler Mt. Carmel, Inc.
Project) Series 1987A, 4.05%,
Due 2-1-2010, LOC Union Bank
of Switzerland, VRDO.......... 100 100
Northumberland County Industrial
Development Authority (Foster
Wheeler Mt. Carmel, Inc.
Project) Series 1987B, 4.05%,
Due 2-1-2010, LOC Union Bank
of Switzerland, VRDO.......... 600 600
-------
TOTAL PENNSYLVANIA.......... 1,500
-------
TENNESSEE - 2.55%
Blount County Industrial
Development Revenue Bonds
(Advanced Crystal Technology,
Inc. Project) Series 1988,
4.45%, Due 8-1-2008, LOC
Industrial Bank of Japan,
VRDO.......................... 500 500
-------
TOTAL TENNESSEE............. 500
-------
TEXAS - 3.07%
Harris County Industrial
Development Revenue Bonds
(Zeon Chemicals Project)
Series 1989, 4.45%, Due
2-1-2009, LOC Industrial Bank
of Japan, VRDO................ 600 600
-------
TOTAL TEXAS................. 600
-------
VIRGINIA - 3.83%
Alexandria Virginia Industrial
Development Authority, 4.20%,
Due 12-1-2016, LOC Swiss Bank,
VRDO.......................... 750 750
-------
TOTAL VIRGINIA.............. 750
-------
WASHINGTON - 7.66%
Port Angeles Industrial
Development Corporation
(Daishowa America Project)
Series 1992, 4.45%, Due
8-1-2007, LOC Industrial Bank
of Japan, VRDO................ 200 200
Port Everett Revenue Bonds
Series 1986, 4.45%, Due
12-1-2006, LOC Sumitomo Bank,
Limited, VRDO................. 1,300 1,300
-------
TOTAL WASHINGTON............ 1,500
-------

<CAPTION>
Par
Amount Value
------ -------
(dollars in thousands)
<S> <C> <C>
WEST VIRGINIA - 1.02%
West Virginia State Hospital
(St. Joseph's Hospital
Project), 4.15%, Due
10-1-2010, LOC Mitsubishi
Bank, Limited,
VRDO.......................... $ 200 $ 200
-------
TOTAL WEST VIRGINIA......... 200
-------
WYOMING - 1.02%
Platte County (Tri-State
Generation and Transmission
Association, Inc. Project)
Series 1984A, 4.10%, Due
7-1-2014, LOC Societe
Generale, VRDO................ 200 200
-------
TOTAL WYOMING............... 200
-------
TOTAL MUNICIPAL BONDS....... 16,360
-------
MUNICIPAL COMMERCIAL PAPER
(NOTE A) - 9.96%
INDIANA - 6.13%
Indiana Development Finance
Authority (Pure Air on the
Lake Partnership) Series
1990A, 3.75%, Due 12-5-1995,
LOC Fuji Bank, Limited........ 600 600
Indiana Development Finance
Authority (Pure Air on the
Lake Partnership) Series
1990A, 3.65%, Due 11-21-1995,
LOC Fuji Bank, Limited........ 600 600
-------
TOTAL INDIANA............... 1,200
-------
PENNSYLVANIA - 3.83%
Carbon County Industrial
Development Authority (Panther
Creek Project) Series 1991A,
3.65%, Due 12-5-1995, LOC
National Westminster.......... 750 750
-------
TOTAL PENNSYLVANIA.......... 750
-------
TOTAL MUNICIPAL COMMERCIAL
PAPER..................... 1,950
-------
OTHER INVESTMENTS - 6.52%
Lehman Municipal Money Market
Fund.......................... 936 936
Provident Institutional
Municipal Cash Fund........... 341 341
-------
TOTAL OTHER INVESTMENTS..... 1,277
-------
TOTAL INVESTMENTS - 100.07%
(COST - $19,587).............. 19,587
-------
LIABILITIES, NET OF OTHER
ASSETS - (0.07%).............. (13)
-------
TOTAL NET ASSETS - 100%......... $19,574
=======
</TABLE>

See accompanying notes

34
<PAGE> 226

AMERICAN AADVANTAGE MUNICIPAL MONEY MARKET FUND
SCHEDULE OF INVESTMENTS
October 31, 1995
- --------------------------------------------------------------------------------

- ---------------

Based on the cost of investments of $19,587 for federal income tax purposes at
October 31, 1995, there was no unrealized appreciation or depreciation of
investments.

(A) Rates associated with money market securities represent yield to maturity or
yield to next reset date.

ABBREVIATIONS:

LOC - Letter of Credit
VRDO - Variable Rate Demand Obligation, which is subject to an unconditional put
which requires no more than 7 days notification.

See accompanying notes

35
<PAGE> 227

(This page intentionally left blank)

36
<PAGE> 228

AMERICAN AADVANTAGE U.S. TREASURY MONEY MARKET FUND
SCHEDULE OF INVESTMENTS
October 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Par
Amount Value
-------- --------
(dollars in thousands)
<S> <C> <C>
REPURCHASE AGREEMENTS (NOTE A) - 78.93%
CS First Boston Corp., 5.625%,
Dated 10-31-1995, Due
11-1-1995 with a maturing
value of $2,000.
(Collateralized by $1,995 U.S.
Treasury Notes, 7.50%, due
1-31-1996, aggregate market
value - $2,041)............... $ 2,000 $ 2,001
Dean Witter Reynolds, Inc.
5.65%, Dated 10-31-1995, Due
11-1-1995 with a maturing
value of $2,000.
(Collateralized by $1,820 U.S.
Treasury Notes, 7.50%, due
11-15-2016, aggregate market
value - $2,107)............... 2,000 2,000
Fuji Securities, Inc., 5.80%,
Dated 10-31-1995, Due
11-1-1995 with a maturing
value of $2,000.
(Collateralized by $1,995 U.S.
Treasury Notes, 6.875%, due
3-31-1997, aggregate market
value - $2,039)............... 2,000 2,000
Goldman Sachs & Co., 5.70%,
Dated 10-31-1995, Due
11-1-1995 with a maturing
value of $2,000.
(Collateralized by $1,325 U.S.
Treasury Notes, 13.75%, due
8-15-2004, aggregate market
value - $2,049)............... 2,000 2,000
J.P. Morgan Securities, Inc.,
5.85% Dated 10-31-1995, Due
11-1-1995 with a maturing
value of $2,000.
(Collateralized by $1,382 U.S.
Treasury Notes, 12.00%, due
5-15-2005, aggregate market
value - $2,041)............... 2,000 2,000
Lehman Brothers, Inc., 5.86%,
Dated 10-31-1995, Due
11-1-1995 with a maturing
value of $12,665.
(Collateralized by $7,910 U.S.
Treasury Notes, 9.375%, due
4-15-1996, and $4,725, 6.75%,
due 2-28-1997, aggregate
market value - $12,916)....... 12,663 12,663

<CAPTION>
Par
Amount Value
-------- --------
(dollars in thousands)
<S> <C> <C>
Merrill Lynch Government
Securities, Inc., 5.70%, Dated
10-31-1995, Due 11-1-1995 with
a maturing value of $2,000.
(Collateralized by $2,000 U.S.
Treasury Notes, 9.375%, due
4-15-1996, aggregate market
value - $2,041)............... $ 2,000 $ 2,000
Morgan Stanley & Co., Inc.,
5.70%, Dated 10-31-1995, Due
11-1-1995 with a maturing
value of $2,000.
(Collateralized by $1,670 U.S.
Treasury Notes, 8.125%, due
8-15-2021, aggregate market
value - $2,043)............... 2,000 2,000
Nomura Securities International,
Inc., 5.85%, Dated 10-31-1995,
Due 11-1-1995 with a maturing
value of $2,000.
(Collateralized by $2,065 U.S.
Treasury Notes, 5.00%, due
1-31-1999, aggregate market
value - $2,045)............... 2,000 2,000
Sanwa Securities Co. L.P.,
5.85%, Dated 10-31-1995, Due
11-1-1995 with a maturing
value of $12,502.
(Collateralized by $11,433
U.S. Treasury Notes, 7.50%,
due 11-15-2001, aggregate
market value - $12,749)....... 12,500 12,500
Smith Barney, Inc., 5.70%, Dated
10-31-1995, Due 11-1-1995 with
a maturing value of $2,000.
(Collateralized by $2,100 U.S.
Treasury Notes, 4.75%, due
10-31-1998, aggregate market
value - $2,044)............... 2,000 2,000
--------
TOTAL REPURCHASE
AGREEMENTS................ 43,164
--------
UNITED STATES TREASURY
BILLS - 21.65%
U.S. Treasury Bill, 5.31%, Due
2-1-1996...................... 12,000 11,837
--------
TOTAL INVESTMENTS - 100.58%
(COST - $55,001).............. 55,001
--------
LIABILITIES, NET OF OTHER
ASSETS - (0.58%).............. (315)
--------
TOTAL NET ASSETS - 100%......... $ 54,686
========
</TABLE>

- ---------------

Based on the cost of investments of $55,001 for federal income tax purposes at
October 31, 1995, there was no unrealized appreciation or depreciation of
investments.

(A) Rates associated with money market securities represent yield to maturity.

ABBREVIATIONS:
L.P. - Limited Partnership

See accompanying notes

37
<PAGE> 229

AMERICAN AADVANTAGE FUNDS
STATEMENTS OF ASSETS AND LIABILITIES
October 31, 1995
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
International Limited-Term
Growth and Equity Income
Balanced Fund Income Fund Fund Fund
------------- ----------- ----------- ------------
(in thousands, except share and
per share amounts)
<S> <C> <C> <C> <C>
ASSETS:
Cash, including foreign currency..................... $ - $ - $ 5,908 $ -
Investments in securities at value (cost -- $684,123;
$648,080; $230,014; $203,007, respectively)*....... 792,673 787,147 253,575 203,070
Dividends and interest receivable.................... 6,237 1,933 674 2,849
Reclaims receivable.................................. - - 262 -
Receivable for investments sold...................... 5,327 4,675 2,181 -
Other................................................ 65 5 6 7
---------- ---------- ---------- ----------
TOTAL ASSETS..................................... 804,302 793,760 262,606 205,926
LIABILITIES:
Payable for investments purchased.................... 3,757 7,107 3,258 -
Payable for fund shares redeemed..................... 681 405 1,730 688
Unrealized depreciation on foreign currency
contracts.......................................... - - 558 -
Dividends payable.................................... - - - 1,083
Management, administrative services and investment
advisory fees payable (Note 2)..................... 726 672 439 72
Other liabilities.................................... 125 62 214 37
---------- ---------- ---------- ----------
TOTAL LIABILITIES................................ 5,289 8,246 6,199 1,880
---------- ---------- ---------- ----------
NET ASSETS....................................... $ 799,013 $ 785,514 $ 256,407 $ 204,046
========== ========== ========== ==========
NET ASSETS CONSIST OF:
Paid-in-capital...................................... $ 639,074 $ 601,519 $ 223,999 $ 208,932
Accumulated undistributed income:
Net investment income.............................. 26,077 16,460 5,440 53
Net realized gain (loss) on investments............ 25,312 28,468 3,936 (5,002)
Unrealized appreciation of investments............. 108,550 139,067 23,032 63
---------- ---------- ---------- ----------
NET ASSETS....................................... $ 799,013 $ 785,514 $ 256,407 $ 204,046
========== ========== ========== ==========
Shares outstanding (no par value):
Institutional Class.................................. 17,916,479 4,500,035 1,938,710 13,983,274
========== ========== ========== ==========
Mileage Class........................................ 74,118 138,890 95,106 59,324
========== ========== ========== ==========
PlanAhead Class...................................... 392,248 304,869 110,324 160,449
========== ========== ========== ==========
AMR Class............................................ 38,819,317 44,324,555 17,122,537 6,581,389
========== ========== ========== ==========
Net Asset Value per share:
Institutional Class.................................. $ 13.95 $ 15.91 $ 13.29 $ 9.82
========== ========== ========== ==========
Mileage Class........................................ $ 13.90 $ 15.84 $ 13.20 $ 9.82
========== ========== ========== ==========
PlanAhead Class...................................... $ 13.90 $ 15.81 $ 13.20 $ 9.82
========== ========== ========== ==========
AMR Class............................................ $ 13.98 $ 15.95 $ 13.31 $ 9.81
========== ========== ========== ==========
</TABLE>

* Includes repurchase agreement of $7,331 for the Limited-Term Income Fund.

See accompanying notes

38
<PAGE> 230

AMERICAN AADVANTAGE FUNDS
STATEMENTS OF ASSETS AND LIABILITIES
October 31, 1995
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
U.S.
Municipal Treasury
Money Money Money
Market Fund Market Fund Market Fund
-------------- ----------- -----------
(in thousands, except share and
per share amounts)
<S> <C> <C> <C>
ASSETS:
Cash............................................................... $ - $ - $ -
Investments in securities at value (cost - $1,346,670; $19,587;
$55,001, respectively)*.......................................... 1,346,670 19,587 55,001
Interest receivable................................................ 8,205 86 7
Other.............................................................. 96 2 26
-------------- ----------- -----------
TOTAL ASSETS................................................... 1,354,971 19,675 55,034
LIABILITIES:
Dividends payable.................................................. 6,223 55 251
Management, administrative services and investment advisory fees
payable (Note 2)................................................. 222 - 33
Other liabilities.................................................. 211 46 64
-------------- ----------- -----------
TOTAL LIABILITIES.............................................. 6,656 101 348
-------------- ----------- -----------
NET ASSETS..................................................... $ 1,348,315 $ 19,574 $ 54,686
============== =========== ===========
NET ASSETS CONSIST OF:
Paid-in-capital.................................................... $ 1,348,315 $ 19,574 $ 54,686
============== =========== ===========
Shares outstanding (no par value):
Institutional Class................................................ 1,206,040,567 6,862 47,184,076
============== =========== ===========
Mileage Class...................................................... 100,285,687 19,438,365 6,972,071
============== =========== ===========
PlanAhead Class.................................................... 41,988,619 128,591 529,773
============== =========== ===========
Net Asset Value per share:
Institutional Class................................................ $ 1.00 $ 1.00 $ 1.00
============== =========== ===========
Mileage Class...................................................... $ 1.00 $ 1.00 $ 1.00
============== =========== ===========
PlanAhead Class.................................................... $ 1.00 $ 1.00 $ 1.00
============== =========== ===========
</TABLE>

*Includes repurchase agreements of $43,164 for the U.S. Treasury Money Market
Fund.

See accompanying notes

39
<PAGE> 231

(This page intentionally left blank)

40
<PAGE> 232

AMERICAN AADVANTAGE FUNDS
STATEMENTS OF OPERATIONS
Year Ended October 31, 1995
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Municipal U.S. Treasury
Growth and International Limited-Term Money Money Money
Balanced Income Equity Income Market Market Market
Fund Fund Fund Fund Fund Fund Fund
--------- ----------- -------------- ------------- -------- ---------- --------------
(in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Interest income............ $ 20,163 $ 2,797 $ 974 $11,177 $ 95,523 $805 $3,947
Dividend income (net of
foreign taxes of $758 in
International Equity
Fund).................... 14,620 20,137 6,449 - - - -
Income derived from
securities lending,
net...................... 11 2 2 8 - - -
-------- ---------- ----------- ---------- -------- ----- -------
TOTAL INVESTMENT
INCOME............... 34,794 22,936 7,425 11,185 95,523 805 3,947
-------- ---------- ----------- ---------- -------- ----- -------
EXPENSES:
Management and investment
advisory fees (Note 2)... 2,011 1,850 942 322 2,376 30 107
Administrative service
fees:
Institutional Class...... 702 132 71 299 745 3 32
Mileage Class............ 2 4 4 2 39 7 4
PlanAhead Class.......... 6 5 3 2 8 - -
AMR Class................ 235 297 101 30 - - -
Custodian fees............. 143 114 246 70 173 2 8
Transfer agent fees:
Mileage Class............ 1 3 3 1 69 13 8
PlanAhead Class.......... 5 3 2 1 11 - -
Professional fees.......... 69 60 45 39 134 19 41
Registration fees and
expenses................. 66 64 22 38 64 46 30
Distribution
fees -- Mileage Class.... 2 3 3 1 194 36 11
Service fees -- PlanAhead
Class.................... 5 4 2 2 41 - -
Other...................... 28 23 11 22 79 7 6
-------- ---------- ----------- ---------- -------- ----- -------
3,275 2,562 1,455 829 3,933 163 247
-------- ---------- ----------- ---------- -------- ----- -------
Less fees waived (Note
2)....................... 3 3 - 3 - 40 -
-------- ---------- ----------- ---------- -------- ----- -------
NET EXPENSES........... 3,272 2,559 1,455 826 3,933 123 247
-------- ---------- ----------- ---------- -------- ----- -------
NET INVESTMENT
INCOME............... 31,522 20,377 5,970 10,359 91,590 682 3,700
-------- ---------- ----------- ---------- -------- ----- -------
REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS:
Net realized gain (loss) on
investments.............. 25,895 28,115 4,785 (1,552) 19 - 8
Net realized translation
loss on assets and
liabilities denominated
in foreign currencies.... - - (474) - - - -
Unrealized appreciation of
investments.............. 71,067 75,331 6,509 3,688 - - -
Unrealized translation gain
on assets and liabilities
denominated in foreign
currencies............... - - 3,513 - - - -
-------- ---------- ----------- ---------- -------- ----- -------
NET GAIN (LOSS) ON
INVESTMENTS.......... 96,962 103,446 14,333 2,136 19 - 8
-------- ---------- ----------- ---------- -------- ----- -------
INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS.... $128,484 $ 123,823 $ 20,303 $12,495 $ 91,609 $682 $3,708
======== ========== =========== ========== ======== ===== =======
</TABLE>

See accompanying notes

41
<PAGE> 233

AMERICAN AADVANTAGE FUNDS
STATEMENTS OF CHANGES IN NET ASSETS
Year Ended October 31,
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Growth and Income International Limited-Term
Balanced Fund Fund Equity Fund Income Fund
------------------- ------------------- ------------------- -------------------
1995 1994 1995 1994 1995 1994 1995 1994
-------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
(in thousands)
OPERATIONS:
Net investment income.......... $ 31,522 $ 26,753 $ 20,377 $ 16,186 $ 5,970 $ 3,189 $ 10,359 $ 11,205
Net realized gain (loss) on
investments (including effect
of translation of assets and
liabilities denominated in a
foreign currency)............ 25,895 5,036 28,115 20,401 4,311 4,750 (1,552) (3,501)
Net unrealized appreciation
(depreciation) of investments
(including effect of
translation of assets and
liabilities denominated in
foreign currencies).......... 71,067 (31,362) 75,331 (18,803) 10,022 5,249 3,688 (6,059)
-------- -------- -------- -------- -------- -------- -------- --------
INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS.... 128,484 427 123,823 17,784 20,303 13,188 12,495 1,645
-------- -------- -------- -------- -------- -------- -------- --------
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income:
Institutional Class.......... (9,177) (22,815) (702) (13,695) (376) (1,077) (6,340) (10,404)
Mileage Class................ (5) - (14) - (14) - (33) (2)
PlanAhead Class.............. (23) - (4) - (10) - (42) (1)
AMR Class.................... (17,086) - (16,041) - (3,145) - (3,944) (799)
Net realized gain on
investments:
Institutional Class.......... (2,507) (13,851) (881) (17,683) (563) (2,763) - (2,308)
Mileage Class................ (1) - (18) - (20) - - -
PlanAhead Class.............. (6) - (5) - (15) - - -
AMR Class.................... (4,561) - (19,500) - (4,435) - - -
-------- -------- -------- -------- -------- -------- -------- --------
TOTAL DISTRIBUTIONS TO
SHAREHOLDERS................. (33,366) (36,666) (37,165) (31,378) (8,578) (3,840) (10,359) (13,514)
-------- -------- -------- -------- -------- -------- -------- --------
CAPITAL SHARE TRANSACTIONS:
Proceeds from sales of
shares....................... 170,104 539,310 188,748 576,309 89,320 269,165 137,613 175,810
Dividends reinvested........... 33,152 36,351 36,862 31,075 8,233 3,472 9,154 13,043
Cost of shares redeemed........ (116,305) (455,021) (55,588) (542,044) (42,092) (159,416) (110,995) (249,720)
-------- -------- -------- -------- -------- -------- -------- --------
INCREASE (DECREASE) IN NET
ASSETS FROM CAPITAL SHARE
TRANSACTIONS................. 86,951 120,640 170,022 65,340 55,461 113,221 35,772 (60,867)
-------- -------- -------- -------- -------- -------- -------- --------
INCREASE (DECREASE) IN NET
ASSETS....................... 182,069 84,401 256,680 51,746 67,186 122,569 37,908 (72,736)
NET ASSETS:
Beginning of year.............. 616,944 532,543 528,834 477,088 189,221 66,652 166,138 238,874
-------- -------- -------- -------- -------- -------- -------- --------
END OF YEAR*................... $799,013 $616,944 $785,514 $528,834 $256,407 $189,221 $204,046 $166,138
======== ======== ======== ======== ======== ======== ======== ========
*Includes undistributed net
investment income of......... $ 26,077 $ 22,193 $ 16,460 $ 12,844 $ 5,440 $ 3,015 $ 53 $ 53
======== ======== ======== ======== ======== ======== ======== ========
</TABLE>

See accompanying notes

42
<PAGE> 234

AMERICAN AADVANTAGE FUNDS
STATEMENTS OF CHANGES IN NET ASSETS
Period Ended October 31,
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Money Market Municipal Money U.S. Treasury Money
Fund Market Fund Market Fund
----------------------------- ----------------------- -----------------------
1995 1994 1995 1994 1995 1994
------------ ------------ --------- --------- --------- ---------
(Note 1)
(in thousands)
<S> <C> <C> <C> <C> <C> <C>

OPERATIONS:
Net investment income..... $ 91,590 $ 71,736 $ 682 $ 651 $ 3,700 $ 4,016
Net realized gain on
investments............. 19 1 - - 8 17
------------ ------------ --------- --------- --------- ---------
Increase in net assets
resulting from
operations.............. 91,609 71,737 682 651 3,708 4,033
------------ ------------ --------- --------- --------- ---------
DISTRIBUTIONS TO SHAREHOLDERS
FROM:
Net investment income:
Institutional Class..... (86,432) (70,068) (194) (485) (3,301) (3,883)
Mileage Class........... (4,257) (1,668) (483) (166) (390) (133)
PlanAhead Class......... (901) - (5) - (9) -
Net realized gain on
investments:
Institutional Class..... (18) (1) - - (7) (16)
Mileage Class........... (1) - - - (1) (1)
PlanAhead Class......... - - - - - -
------------ ------------ --------- --------- --------- ---------
TOTAL DISTRIBUTIONS TO
SHAREHOLDERS............ (91,609) (71,737) (682) (651) (3,708) (4,033)
------------ ------------ --------- --------- --------- ---------
CAPITAL SHARE TRANSACTIONS:
Proceeds from sales of
shares.................. 12,531,768 15,659,543 189,500 257,892 389,427 345,440
Dividends reinvested...... 54,680 27,886 668 595 2,823 2,962
Cost of shares redeemed... (13,189,189) (16,649,945) (191,043) (238,038) (411,339) (411,440)
------------ ------------ --------- --------- --------- ---------
INCREASE (DECREASE) IN NET
ASSETS FROM CAPITAL
SHARE TRANSACTIONS...... (602,741) (962,516) (875) 20,449 (19,089) (63,038)
------------ ------------ --------- --------- --------- ---------
INCREASE (DECREASE) IN NET
ASSETS.................. (602,741) (962,516) (875) 20,449 (19,089) (63,038)
NET ASSETS:
Beginning of period....... 1,951,056 2,913,572 20,449 - 73,775 136,813
------------ ------------ --------- --------- --------- ---------
END OF PERIOD............. $ 1,348,315 $ 1,951,056 $ 19,574 $ 20,449 $ 54,686 $ 73,775
============ ============ ========= ========= ========= =========
</TABLE>

See accompanying notes

43
<PAGE> 235

AMERICAN AADVANTAGE FUNDS
NOTES TO FINANCIAL STATEMENTS
October 31, 1995
- --------------------------------------------------------------------------------

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

American AAdvantage Funds (the "Trust") is organized as a Massachusetts
business trust and is registered under the Investment Company Act of 1940, as
amended, as a no-load, open-end, management investment company with seven
separate funds: the American AAdvantage Balanced Fund, the American AAdvantage
Growth and Income Fund, the American AAdvantage International Equity Fund, the
American AAdvantage Limited-Term Income Fund, the American AAdvantage Money
Market Fund, the American AAdvantage Municipal Money Market Fund and the
American AAdvantage U.S. Treasury Money Market Fund (collectively, the "Funds").
The Municipal Money Market Fund commenced active operations on November 10,
1993. The Trust commenced sales of a second class of shares of the Funds,
designated as "Mileage Class" shares, on November 1, 1991 for the Money Market
Fund, November 1, 1993 for the U.S. Treasury Money Market Fund, November 10,
1993 for the Municipal Money Market Fund and on August 1, 1994 for the Balanced,
Growth and Income, International Equity and Limited-Term Income Funds (the
"Variable NAV Funds"). At the same time, the existing shares of each Fund were
redesignated as "Institutional Class" shares. On August 1, 1994, the Trust
commenced sales of a third class of shares of the Funds, designated as
"PlanAhead Class" shares and a fourth class of shares of the Variable NAV Funds,
designated as "AMR Class" shares. Differences between the Classes include the
services offered to and the expenses borne by each class and certain voting
rights. Investment income, net capital gains (losses), and all expenses incurred
by the Funds are allocated based on relative net assets of each class, except
for 12b-1 fees, service fees and certain other fees and expenses related solely
to one class of shares. The Mileage Class is the only class of shares which has
a 12b-1 distribution fee, and the PlanAhead Class is the only class of shares
with a service fee.

AMR Investment Services, Inc. (the "Manager") is a wholly-owned subsidiary
of AMR Corporation, the parent company of American Airlines, Inc. ("American"),
and was organized in 1986 to provide business management, advisory,
administrative and asset management consulting services to the Trust and other
investors.

The following is a summary of the significant accounting policies followed
by the Funds.

Security Valuation

44
<PAGE> 236

AMERICAN AADVANTAGE FUNDS
NOTES TO FINANCIAL STATEMENTS
October 31, 1995 (Continued)
- --------------------------------------------------------------------------------

characteristics and other market data. In some cases, the prices of debt
securities may be determined using quotes obtained from brokers. Securities for
which market quotations are not readily available are valued at fair value, as
determined in good faith and pursuant to procedures approved by the Board.
Investment grade short-term obligations with 60 days or less to maturity and
securities of the Money Market, Municipal Money Market and U.S. Treasury Money
Market Funds (the "Money Market Funds") are valued using the amortized cost
method. In the event that a deviation of 1/2 of 1% or more exists between the
$1.00 per share price of the Money Market Funds, calculated at amortized cost,
and the price per share calculated by reference to market quotations, or if
there is any other deviation which the Board believes would result in a material
dilution to shareholders or purchasers, the Board will promptly consider the
appropriate action which should be initiated.

Security Transactions and Investment Income

Security transactions are recorded on the trade date of the security
purchase or sale. The cost of securities sold is determined by the specific
identification method. Dividend income is recorded on the ex-dividend date
except certain dividends from foreign securities which are recorded as soon as
the information is available to the Funds. Interest income is earned from
settlement date, recorded on the accrual basis, and adjusted, if necessary, for
amortization of premiums or accretion of discounts on investment grade
short-term securities and zero coupon instruments.

Valuation of Shares

The price per share is calculated separately for each class of each Fund on
each day on which shares are offered for sale and orders accepted or upon
receipt of a redemption request. With respect to a class of a Fund, price per
share is computed by dividing the value of the Class's pro rata allocation of
the Fund's investments and other assets, less liabilities, by the number of
Class shares outstanding.

Federal Income and Excise Taxes

It is the policy of each of the Funds to comply with the requirements of
the Internal Revenue Code applicable to regulated investment companies and to
distribute substantially all net investment income as well as any net realized
capital gains on the sale of investments. Therefore, no federal income or excise
tax provision is required.

Dividends and Distributions

Dividends from net investment income of the Balanced, Growth and Income,
and International Equity Funds, normally will be declared and paid annually. The
Limited-Term Income Fund generally declares dividends from net investment income
daily, payable monthly. Distributions, if any, of net realized capital gains
normally will be paid annually after the close of the fiscal year in which
realized.

The Money Market Funds generally declare dividends daily from net
investment income and net short-term capital gain, if any, payable monthly.

Dividends are determined in accordance with income tax principles which may
treat certain transactions differently than generally accepted accounting
principles.

45
<PAGE> 237

AMERICAN AADVANTAGE FUNDS
NOTES TO FINANCIAL STATEMENTS
October 31, 1995 (Continued)
- --------------------------------------------------------------------------------

Expenses

Expenses directly attributable to a Fund are charged to that Fund's
operations. Expenses applicable to more than one investment portfolio of the
Trust are allocated among the Trust's portfolios, usually on the basis of
relative net assets. Each share of each Fund, regardless of class, bears equally
those expenses that are allocated to the Fund as a whole.

Currency Translation

All assets and liabilities initially expressed in foreign currency values
are converted into U.S. dollar values at the bid price of such currencies
against U.S. dollars as last quoted by a recognized dealer. Income and expenses
and purchases and sales of investments are translated into U.S. dollars at the
rate of exchange prevailing on the respective dates of such transactions. The
Funds include that portion of the results of operations resulting from changes
in foreign exchange rates with net realized and unrealized gain on investments,
as appropriate.

Forward Foreign Currency Contracts

The International Equity Fund may enter into forward foreign currency
contracts to hedge the exchange rate risk on investment transactions or to hedge
the value of portfolio securities denominated in foreign currencies. Forward
foreign currency contracts are valued at the forward exchange rate prevailing on
the day of valuation.

Repurchase Agreements

Under the terms of a repurchase agreement, securities are acquired by a
Fund from a securities dealer or a bank which are subject to resale at a later
date. Repurchase agreements are fully collateralized by U.S. Treasury or
Government agency securities. All collateral is held through the Funds'
custodian bank and is monitored daily by each Fund so that the collateral's
market value exceeds the carrying value of the repurchase agreement.

2. MANAGEMENT, ADMINISTRATIVE SERVICES, INVESTMENT ADVISORY AND SHAREHOLDER
SERVICES AGREEMENTS

The Trust and the Manager are parties to a Management Agreement which,
together with the Administrative Services and Shareholder Services Agreements
described below, obligate the Manager to provide or oversee the provision of all
administrative, investment advisory and portfolio management services.
Investment assets of the Balanced, Growth and Income, and International Equity
Funds are managed by multiple investment advisers which have entered into
separate investment advisory agreements with the Manager. The Manager serves as
the sole investment adviser to the Limited-Term Income Fund, and each of the
Money Market Funds. As compensation for performing investment advisory services
for the Funds, the Manager receives from the Funds an annualized fee equal to
.20% of the net asset value of the Limited-Term Income Fund, .15% of the net
asset value of each of the Money Market Funds, and .05% of the net asset value
of the Balanced, Growth and Income, and International Equity Funds. In addition,
the Manager is reimbursed by the Funds for fees paid to investment advisers
hired by

46
<PAGE> 238

AMERICAN AADVANTAGE FUNDS
NOTES TO FINANCIAL STATEMENTS
October 31, 1995 (Continued)
- --------------------------------------------------------------------------------

the Manager to direct investment activities of the Balanced, Growth and Income
and International Equity Funds.

Prior to August 1, 1994, shareholders of the Variable NAV Funds had to
enter into a Shareholder Services Agreement with the Manager under which the
Manager agreed to provide or oversee administrative and management services.
Under the agreement, the Manager received from each shareholder a fee at an
annual rate of up to .30% of that shareholder's net assets invested in the
Funds. Shareholder services fees charged could vary based on the size of a
shareholder's investment. Under this agreement shareholder services fees were
charged directly to shareholders and were not an expense of the Funds and,
therefore, are not included in the Funds' Statements of Operations. The
Shareholder Services Agreements were terminated on July 31, 1994 and replaced by
an Administrative Services Agreement.

The Manager and the Trust entered into an Administrative Services Agreement
effective October 1, 1990 for the Money Market Fund, March 2, 1992 for the U.S.
Treasury Money Market Fund, November 10, 1993 for the Municipal Money Market
Fund, and August 1, 1994 for the Variable NAV Funds which obligates the Manager
to provide or oversee administrative and management services to the Funds. As
compensation for performing the duties required under the Administrative
Services Agreement, the Manager receives from each of the Money Market Funds and
the AMR Class of the Variable NAV Funds an annualized fee of .05% of net assets.
The Manager receives an annualized fee of .30% of the net assets of the
Institutional, Mileage, and PlanAhead Classes of the Variable NAV Funds. During
the year ended October 31, 1995, the Manager waived management and
administrative services fees totaling $40,000 for the Municipal Money Market
Fund.

The Trust has adopted a "defensive" Distribution Plan in accordance with
Rule 12b-1 under the Investment Company Act of 1940, pursuant to which no fees
may be charged to the Funds for distribution purposes. However, the plan
authorizes the fees received by the Manager and the investment advisers hired by
the Manager to be used for distribution purposes. Under this plan, the Trust
does not intend to compensate the Manager or any other party, either directly or
indirectly, for the distribution of Trust shares. Each Mileage Class has adopted
a separate distribution plan pursuant to Rule 12b-1 which provides that each
Mileage Class will pay an annual fee of .25% of its average daily net assets to
the Manager as compensation for distribution assistance. The fee will be payable
without regard to whether the amount of the fee is more or less than the actual
expenses incurred in a particular month by the Manager for distribution
assistance. During the year ended October 31, 1995, the Manager waived fees
related to the Mileage Class of the Balanced, Growth and Income and Limited-Term
Income Funds. The amounts waived were immaterial to each Fund.

3. TRANSACTIONS WITH AFFILIATES

Certain officers or trustees of the Trust are also officers of the Manager
or American. The Trust makes no direct payments to its officers. Unaffiliated
trustees are provided unlimited air transportation. For the year ended October
31, 1995, the cost of air transportation was not material to any of the Funds.
At October 31, 1995, AMR Corporation and subsidiary companies and Employee
Benefit Trusts thereof owned 100% of AMR Class shares of the Variable NAV Funds,
11% of the Institutional Class shares of the Money Market Fund and 6% of the
Institutional Class shares of the Municipal Money Market Fund.

47
<PAGE> 239

AMERICAN AADVANTAGE FUNDS
NOTES TO FINANCIAL STATEMENTS
October 31, 1995 (Continued)
- --------------------------------------------------------------------------------

Trustees and officers of the trust as a group owned 1% of the Institutional
Class of the Growth and Income Fund at October 31, 1995.

4. INVESTMENT TRANSACTIONS

Investment transactions for the year ended October 31, 1995 (excluding
short-term investments) are as follows (in thousands):

<TABLE>
<CAPTION>
Balanced Growth and International Limited-Term
Fund Income Fund Equity Fund Income Fund
-------- ----------- ----------- ------------
<S> <C> <C> <C> <C>
Purchases....................................................... $583,674 $ 297,926 $96,399 $310,634
Proceeds from sales............................................. 491,584 151,983 43,167 252,182
</TABLE>

5. CAPITAL SHARE TRANSACTIONS

Variable NAV Funds

The tables below summarize the activity in capital shares for each Class of
the Variable NAV Funds (in thousands):

<TABLE>
<CAPTION>
Year ended October 31, 1995 Institutional Class Mileage Class PlanAhead Class AMR Class
- ---------------------------------------- ------------------- --------------- ----------------- -----------------
Balanced Fund Shares Amount Shares Amount Shares Amount Shares Amount
- ---------------------------------------- ------- --------- ------ ------ ------ -------- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Shares sold............................. 3,917 $ 50,397 88 $1,108 383 $ 5,102 8,920 $113,497
Reinvestment of dividends............... 999 11,470 1 6 3 29 1,886 21,647
Shares redeemed......................... (5,037) (64,582) (18) (239) (36) (487) (3,812) (50,997)
------- --------- ----- ------ ------ -------- ------ --------
Net increase (decrease) in shares
outstanding........................... (121) $ (2,715) 71 $ 875 350 $ 4,644 6,994 $ 84,147
======= ========= ===== ====== ===== ======== ====== ========
Growth and Income Fund
- ----------------------------------------
Shares sold............................. 3,606 $ 53,296 160 $2,274 1,175 $17,502 7,953 $115,676
Reinvestment of dividends............... 101 1,282 2 31 1 8 2,788 35,541
Shares redeemed......................... (810) (12,073) (33) (506) (875) (12,839) (2,052) (30,170)
------- --------- ----- ------ ------ -------- ------ --------
Net increase in shares outstanding...... 2,897 $ 42,505 129 $1,799 301 $ 4,671 8,689 $121,047
======= ========= ===== ====== ===== ======== ====== ========
International Equity Fund
- ----------------------------------------
Shares sold............................. 941 $ 11,924 135 $1,678 339 $ 4,275 5,802 $ 71,443
Reinvestment of dividends............... 51 599 3 33 2 21 644 7,580
Shares redeemed......................... (850) (10,686) (59) (759) (260) (3,288) (2,181) (27,359)
------- --------- ----- ------ ----- -------- ------ --------
Net increase in shares outstanding...... 142 $ 1,837 79 $ 952 81 $ 1,008 4,265 $ 51,664
======= ========= ===== ====== ===== ======== ====== ========
Limited-Term Income Fund
- ----------------------------------------
Shares sold............................. 11,246 $ 109,868 103 $ 999 155 $ 1,517 2,596 $ 25,229
Reinvestment of dividends............... 542 5,265 3 29 3 27 395 3,833
Shares redeemed......................... (9,396) (91,138) (62) (605) (39) (381) (1,934) (18,871)
------- --------- ----- ------ ----- -------- ------ --------
Net increase in shares outstanding...... 2,392 $ 23,995 44 $ 423 119 $ 1,163 1,057 $ 10,191
======= ========= ===== ====== ===== ======== ====== ========
</TABLE>

48
<PAGE> 240

AMERICAN AADVANTAGE FUNDS
NOTES TO FINANCIAL STATEMENTS
October 31, 1995 (Continued)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Year ended October 31, 1994 Institutional Class Mileage Class PlanAhead Class AMR Class
- ---------------------------------------- ------------------- --------------- ----------------- -----------------
Balanced Fund Shares Amount Shares Amount Shares Amount Shares Amount
- ---------------------------------------- ------- --------- ------ ------ ------ -------- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Shares sold............................. 11,589 $ 143,142 3 $ 39 43 $ 524 32,030 $395,605
Reinvestment of dividends............... 2,922 36,351 0 0 0 0 0 0
Shares redeemed......................... (36,722) (452,498) 0 0 0 0 (204) (2,523)
------- --------- ----- ----- ----- -------- ------ --------
Net increase (decrease) in shares
outstanding........................... (22,211) $(273,005) 3 $ 39 43 $ 524 31,826 $393,082
======= ========= ===== ===== ===== ======== ====== ========
Growth and Income Fund
- ----------------------------------------
Shares sold............................. 5,057 $ 70,406 10 $ 148 4 $ 54 36,133 $505,701
Reinvestment of dividends............... 2,226 31,075 0 0 0 0 0 0
Shares redeemed......................... (38,282) (534,986) 0 0 0 0 (497) (7,058)
------- --------- ----- ----- ----- -------- ------ --------
Net increase (decrease) in shares
outstanding........................... (30,999) $(433,505) 10 $ 148 4 $ 54 35,636 $498,643
======= ========= ===== ===== ===== ======== ====== ========
International Equity Fund
- ----------------------------------------
Shares sold............................. 8,545 $ 104,872 16 $ 206 29 $ 370 12,967 $163,717
Reinvestment of dividends............... 283 3,472 0 0 0 0 0 0
Shares redeemed......................... (12,555) (158,038) 0 0 0 0 (109) (1,378)
------- --------- ----- ----- ----- -------- ------ --------
Net increase (decrease) in shares
outstanding........................... (3,727) $ (49,694) 16 $ 206 29 $ 370 12,858 $162,339
======= ========= ===== ===== ===== ======== ====== ========
Limited-Term Income Fund
- ----------------------------------------
Shares sold............................. 11,682 $ 116,153 15 $ 150 134 $ 1,303 5,952 $ 58,204
Reinvestment of dividends............... 1,256 12,486 0 1 0 0 57 556
Shares redeemed......................... (24,701) (244,102) 0 0 (92) (899) (485) (4.719)
------- --------- ----- ----- ----- -------- ------ --------
Net increase (decrease) in shares
outstanding........................... (11,763) $(115,463) 15 $ 151 42 $ 404 5,524 $ 54,041
======= ========= ===== ===== ===== ======== ====== ========
</TABLE>

Money Market Funds

The tables below summarize the activity in capital shares for each class of
the Money Market Funds (in thousands). Each share is valued at $1.00:

<TABLE>
<CAPTION>
Institutional Class Mileage Class PlanAhead Class
-------------------------- -------------------- ------------------
Period ended Period ended Period ended
Money Market Fund 10/31/95 10/31/94 10/31/95 10/31/94 10/31/95 10/31/94
- ------------------------------------------ ----------- ----------- -------- -------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Shares sold............................... 12,106,153 15,486,169 297,557 173,349 128,058 25
Reinvestment of dividends................. 50,158 26,446 3,863 1,440 659 0
Shares redeemed........................... (12,843,415) (16,502,417) (259,020) (147,528) (86,754) 0
----------- ----------- -------- -------- ------- -----
Net increase (decrease) in shares
outstanding............................. (687,104) (989,802) 42,400 27,261 41,963 25
=========== =========== ======== ======== ======= =====
</TABLE>

49
<PAGE> 241

AMERICAN AADVANTAGE FUNDS
NOTES TO FINANCIAL STATEMENTS
October 31, 1995 (Continued)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Institutional Class Mileage Class PlanAhead Class
-------------------------- -------------------- -------------------
Period ended Period ended Period ended
Municipal Money Market Fund 10/31/95 10/31/94 10/31/95 10/31/94 10/31/95 10/31/94
- ----------------------------------------- ----------- ----------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Shares sold.............................. 146,600 234,665 42,208 23,227 692 0
Reinvestment of dividends................ 223 456 440 139 5 0
Shares redeemed.......................... (156,552) (225,385) (33,923) (12,653) (568) 0
----------- ----------- -------- -------- -------- -----
Net increase (decrease) in shares
outstanding............................ (9,729) 9,736 8,725 10,713 129 0
=========== =========== ======== ======== ========= =====
U.S. Treasury Money Market Fund
- -----------------------------------------
Shares sold.............................. 371,049 324,942 16,404 20,498 1,974 0
Reinvestment of dividends................ 2,455 2,858 362 104 6 0
Shares redeemed.......................... (393,927) (397,005) (15,962) (14,435) (1,450) 0
----------- ----------- -------- -------- -------- -----
Net increase (decrease) in shares
outstanding............................ (20,423) (69,205) 804 6,167 530 0
=========== =========== ======== ======== ======== =====
</TABLE>

6. COMMITMENTS

In order to protect against a decline in the value of particular foreign
currencies against the U.S. dollar, the International Equity Fund has entered
into forward contracts to deliver foreign currency in exchange for U.S. dollars
as described below. The Fund bears the market risk that arises from changes in
foreign exchange rates, and accordingly, the unrealized gain (loss) on these
contracts is reflected in the accompanying financial statements. The Fund also
bears the credit risk if the counterparty fails to perform under the contract.
At October 31, 1995, the Fund had outstanding forward foreign currency contracts
as follows:

Contracts to Sell Settlement Unrealized
- ------------------------------------------------------------------------- Date Value Gain (Loss)
(amounts in thousands) ---------- ------- -----------
<S> <C> <C> <C> <C>
3,000 CHF............................................................ 11/14/95 $ 2,648 ($266)
9,450 FRF............................................................ 11/20/95 1,936 (160)
310,000 ESP............................................................ 12/1/95 2,536 (26)
1,800 DEM............................................................ 8/9/96 1,297 (4)
8,000 FRF............................................................ 10/11/96 1,635 (40)
303,456 JPY............................................................ 10/11/96 3,145 55
5,300 DEM............................................................ 3/1/96 3,791 (117)
------- -------
Total contracts to sell
(Receivable amount $16,430)............................................. $16,988 $(558)
======= =======
</TABLE>

7. SECURITIES LENDING

The Funds participate in a securities lending program under which
securities are loaned to selected institutional investors for a fee. All such
loans require collateralization with securities of the U.S. Government and its
agencies that at all times equal at least 100% of the market value of the loaned
securities plus accrued interest. At October 31, 1995, securities with a market
value of approximately $11,029,100, $9,408,500 and $3,641,100 were loaned by the
Balanced, Growth and Income and International Equity Funds, respectively. The
collateral for these loans totaled $11,226,200, $9,600,200 and $3,824,200,
respectively.

50
<PAGE> 242

AMERICAN AADVANTAGE FUNDS
NOTES TO FINANCIAL STATEMENTS
October 31, 1995 (Continued)
- --------------------------------------------------------------------------------

8. SUBSEQUENT EVENT

Each Fund's Board of Trustees and shareholders approved, effective November
1, 1995, a change in the operating structure of each Fund to a Hub and Spoke(R)
structure. Under this new structure, the investable assets of each Fund (Spoke)
were transferred to a corresponding portfolio of the AMR Investment Services
Trust (Hub), a newly formed open-end management investment company, with
identical investment advisers and investment objectives as the existing Funds.

51
<PAGE> 243

AMERICAN AADVANTAGE BALANCED FUND
FINANCIAL HIGHLIGHTS
(For a share outstanding throughout the period)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Institutional Class
------------------------------------------------------------------
Year Ended October 31,
------------------------------------------------------------------
1991 1992 1993 1994(1) 1995(3)(4)
-------- -------- -------- -------- ---------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period............ $ 9.87 $ 11.60 $ 11.99 $ 13.23 $ 12.36
-------- -------- -------- -------- ---------
Income from investment operations:
Net investment income......................... 0.58 0.55 0.49 0.57 0.54
Net gains (losses) on securities (both
realized and unrealized).................... 1.79 0.41 1.57 (0.54) 1.71
-------- -------- -------- -------- ---------
Total from investment operations................ 2.37 0.96 2.06 0.03 2.25
-------- -------- -------- -------- ---------
Less distributions:
Dividends from net investment income.......... (0.64) (0.56) (0.52) (0.56) (0.52)
Distributions from net realized gains on
securities.................................. -- (0.01) (0.30) (0.34) (0.14)
-------- -------- -------- -------- ---------
Total distributions............................. (0.64) (0.57) (0.82) (0.90) (0.66)
-------- -------- -------- -------- ---------
Net asset value, end of period.................. $ 11.60 $ 11.99 $ 13.23 $ 12.36 $ 13.95
======== ======== ======== ======== =========
Total return (annualized)(5)(6)(7).............. 25.35% 8.75% 19.19% (0.08)% 19.39%
======== ======== ======== ======== =========
Ratios/supplemental data:
Net assets, end of period (in thousands)...... $311,906 $370,087 $532,543 $222,873 $249,913
Ratios to average net assets
(annualized)(8)(9)(10):
Expenses.................................... 0.37% 0.35% 0.34% 0.36% 0.63%
Net investment income....................... 6.06% 5.31% 4.91% 4.77% 4.30%
Portfolio turnover rate....................... 55% 80% 83% 48% 73%
</TABLE>

- ---------------
(1) Average shares outstanding for the period rather than end of period shares
were used to compute net investment income per share.
(2) The Mileage, PlanAhead and AMR Classes commenced active operations on
August 1, 1994.
(3) Class expenses per share were subtracted from net investment income per
share for the Fund before class expenses to determine net investment income
per share.
(4) GSB Investment Management, Inc. was added as an investment adviser to the
Balanced Fund as of January 1, 1995.
(5) Total return is calculated assuming an initial investment is made at the
net asset value last calculated on the business day before the first day of
each period reported, reinvestment of all dividends and capital gains
distributions on the payable date, accrual for the maximum shareholder
services fee of .30% (for periods prior to August 1, 1994) and a sale at
the net asset value on the last day of each period reported.
(6) Total returns for the Mileage, PlanAhead and AMR Classes for the periods
ended October 31, 1994 reflect Institutional Class returns from November 1,
1993 through July 31, 1994 and returns of the applicable class for the
period August 1, 1994 (commencement of operations of the new classes)
through October 31, 1994. Due to the different expense structures between
the classes, total returns would vary from the results shown had the
classes been in operation for the entire year.
(7) Total returns for the Mileage and PlanAhead Classes for the period ended
October 31, 1994 and for the year ended October 31, 1995 exclude fees
waived by the Manager. The effect on total returns was immaterial in each
period.
(8) Effective August 1, 1994, expenses include administrative services fees
paid by the Fund to the Manager. Prior to that date, expenses exclude
shareholder services fees paid directly by shareholders to the Manager,
which amounted to approximately $.01 per share in each period on an
annualized basis.
(9) The method of determining average net assets was changed from a monthly
average to a daily average starting with the periods ended October 31,
1994.
(10) Operating results of the Mileage and PlanAhead Classes exclude fees waived
by the Manager. Had the Mileage Class paid such fees, the ratio of expenses
and net investment income to average net assets would have been 1.05% and
3.58%, respectively, for the period ended October 31, 1994, and 1.10% and
3.64%, respectively, for the year ended October 31, 1995. Had the PlanAhead
Class paid such fees the ratios would have been .99% and 3.96%,
respectively, for the period ended October 31, 1994, and 1.09% and 3.60%,
respectively, for the year ended October 31, 1995.

52
<PAGE> 244

- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Mileage Class PlanAhead Class AMR Class
- --------------------------- --------------------------- ----------------------------
Period Ended Year Ended Period Ended Year Ended Period Ended Year Ended
October 31, October 31, October 31, October 31, October 31, October 31,
1994(1)(2) 1995(3)(4) 1994(1)(2) 1995(3)(4) 1994(1)(2) 1995(3)(4)
- ------------ ----------- ------------ ----------- ------------ -----------
<S> <C> <C> <C> <C> <C>
$12.35 $ 12.35 $12.35 $ 12.35 $ 12.35 $ 12.36
- --------- --------- --------- --------- ---------- ----------
0.11 0.53 0.12 0.54 0.14 0.58
(0.11) 1.68 (0.12) 1.67 (0.13) 1.71
- --------- --------- --------- --------- ---------- ----------
0.00 2.21 0.00 2.21 0.01 2.29
- --------- --------- --------- --------- ---------- ----------
-- (0.52) -- (0.52) -- (0.53)
-- (0.14) -- (0.14) -- (0.14)
- --------- --------- --------- --------- ---------- ----------
-- (0.66) -- (0.66) -- (0.67)
- --------- --------- --------- --------- ---------- ----------
$12.35 $ 13.90 $12.35 $ 13.90 $ 12.36 $ 13.98
========= ========= ========= ========= ========== ==========
(0.16)% 19.08% (0.16)% 19.06% (0.08)% 19.77%
========= ========= ========= ========= ========== ==========
$ 39 $ 1,031 $ 528 $ 5,450 $393,504 $ 542,619
0.96% 0.99% 0.92% 0.99% 0.36% 0.38%
3.67% 3.75% 4.04% 3.70% 4.65% 4.54%
48% 73% 48% 73% 48% 73%
</TABLE>

53
<PAGE> 245

AMERICAN AADVANTAGE GROWTH AND INCOME FUND
FINANCIAL HIGHLIGHTS
(For a share outstanding throughout the period)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Institutional Class
----------------------------------------------------------
Year Ended October 31,
----------------------------------------------------------
1991 1992(1) 1993 1994(2) 1995(3)
-------- -------- -------- -------- -------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period.................... $ 9.47 $ 12.10 $ 12.79 $ 14.63 $ 14.19
-------- -------- -------- -------- -------
Income from investment operations:
Net investment income................................. 0.42 0.39 0.36 0.43 0.41
Net gains on securities (both realized and
unrealized)......................................... 2.70 0.77 2.21 0.08 2.28
-------- -------- -------- -------- -------
Total from investment operations........................ 3.12 1.16 2.57 0.51 2.69
-------- -------- -------- -------- -------
Less distributions:
Dividends from net investment income.................. (0.49) (0.39) (0.37) (0.41) (0.43)
Distributions from net realized gains on securities... - (0.08) (0.36) (0.54) (0.54)
-------- -------- -------- -------- -------
Total distributions..................................... (0.49) (0.47) (0.73) (0.95) (0.97)
-------- -------- -------- -------- -------
Net asset value, end of period.......................... $ 12.10 $ 12.79 $ 14.63 $ 14.19 $ 15.91
======== ======== ======== ======== =======
Total return (annualized) (5)(6)(7)..................... 33.83% 10.00% 21.49% 3.36% 20.69%
======== ======== ======== ======== =======
Ratios/supplemental data:
Net assets, end of period (in thousands).............. $264,628 $339,739 $477,088 $ 22,737 $71,608
Ratios to average net assets (annualized) (8)(9)(10):
Expenses............................................ 0.37% 0.36% 0.34% 0.33% 0.62%
Net investment income............................... 4.19% 3.57% 3.12% 3.28% 2.84%
Portfolio turnover rate............................... 52% 35% 30% 23% 26%
</TABLE>

- ---------------
(1) The assets of the Growth and Income Fund previously managed by Atlanta
Capital Management were transferred to GSB Investment Management , Inc. as
of the close of business on December 5, 1991.
(2) Average shares outstanding for the period rather than end of period shares
were used to compute net investment income per share.
(3) Class expenses per share were subtracted from net investment income per
share for the Fund before class expenses to determine net investment income
per share.
(4) The Mileage, PlanAhead and AMR Classes commenced active operations on
August 1, 1994.
(5) Total return is calculated assuming an initial investment is made at the
net asset value last calculated on the business day before the first day of
each period reported, reinvestment of all dividends and capital gains
distributions on the payable date, accrual for the maximum shareholder
services fee of .30% (for periods prior to August 1, 1994) and a sale at
the net asset value on the last day of each period reported.
(6) Total returns for the Mileage, PlanAhead and AMR Classes for the periods
ended October 31, 1994 reflect Institutional Class returns from November 1,
1993 through July 31, 1994 and returns of the applicable class for the
period August 1, 1994 (commencement of operations of the new classes)
through October 31, 1994. Due to the different expense structures between
the classes, total returns would vary from the results shown had the
classes been in operation for the entire year.
(7) Total returns for the Mileage and PlanAhead Classes exclude fees waived by
the Manager. The effect on total returns was immaterial for the Mileage
Class for the period ended October 31, 1994 and was immaterial for the
PlanAhead Class for the period ended October 31, 1994 and for the year
ended October 31, 1995. Had the Mileage Class paid such fees during the
year ended October 31, 1995, annualized total returns would have been
20.28%.
(8) Effective August 1, 1994, expenses include administrative services fees
paid by the fund to the Manager. Prior to that date, expenses exclude
shareholder services fees paid directly by shareholders to the Manager,
which amounted to less than $.01 per share in each period on an annualized
basis.
(9) The method of determining average net assets was changed from a monthly
average to a daily average starting with the periods ended October 31,
1994.
(10) Operating results of the Mileage and PlanAhead Classes exclude fees waived
by the Manager. Had the Mileage Class paid such fees, the ratio of expenses
and net investment income to average net assets would have been 1.06% and
1.99%, respectively, for the period ended October 31, 1994, and 1.10% and
2.34%, respectively, for the year ended October 31, 1995. Had the PlanAhead
Class paid such fees the ratios would have been 1.05% and 1.40%,
respectively, for the period ended October 31, 1994, and 1.08% and 2.14%,
respectively, for the year ended October 31, 1995.

54
<PAGE> 246

- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Mileage Class PlanAhead Class AMR Class
- -------------------------- -------------------------- ---------------------------

Period Ended Year Ended Period Ended Year Ended Period Ended Year Ended
October 31, October 31, October 31, October 31, October 31, October 31,
1994(2)(4) 1995(3) 1994(2)(4) 1995(3) 1994(2)(4) 1995(3)
- ------------ ---------- ------------ ---------- ------------ ----------
<S> <C> <C> <C> <C> <C>
$13.99 $14.17 $13.99 $14.17 $ 13.99 $ 14.20
- --------- -------- --------- -------- ---------- ---------
0.07 0.38 0.05 0.40 0.11 0.44
0.11 2.26 0.13 2.22 0.10 2.30
- --------- -------- --------- -------- ---------- ---------
0.18 2.64 0.18 2.62 0.21 2.74
- --------- -------- --------- -------- ---------- ---------
- (0.43) - (0.44) - (0.45)
- (0.54) - (0.54) - (0.54)
- --------- -------- --------- -------- ---------- ---------
- (0.97) - (0.98) - (0.99)
- --------- -------- --------- -------- ---------- ---------
$14.17 $15.84 $14.17 $15.81 $ 14.20 $ 15.95
========= ======== ========= ======== ========== =========
3.21% 20.36% 3.21% 20.14% 3.43% 21.03%
========= ======== ========= ======== ========== =========
$ 149 $2,201 $ 56 $4,821 $505,892 $706,884
0.96% 0.99% 0.95% 0.99% 0.37% 0.38%
2.09% 2.45% 1.50% 2.23% 3.18% 3.20%
23% 26% 23% 26% 23% 26%
</TABLE>

55
<PAGE> 247

AMERICAN AADVANTAGE INTERNATIONAL EQUITY FUND
FINANCIAL HIGHLIGHTS
(For a share outstanding throughout the period)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Institutional Class
-----------------------------------------------------------------
Period Ended Year Ended October 31,
October 31, ---------------------------------------------
1991(1) 1992 1993(2) 1994(3)(4) 1995(6)
------------- ------- ------- ---------- -------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period.............. $ 10.00 $ 10.13 $ 8.93 $ 12.07 $ 12.87
---------- ------- ------- --------- -------
Income from investment operations:
Net investment income........................... - 0.12 0.17 0.32 0.27
Net gains (losses) on securities (both realized
and unrealized)............................... 0.13 (1.31) 3.09 1.10 0.68
---------- ------- ------- --------- -------
Total from investment operations.................. 0.13 (1.19) 3.26 1.42 0.95
---------- ------- ------- --------- -------
Less distributions:
Dividends from net investment income............ - (0.01) (0.12) (0.17) (0.21)
Distributions from net realized gains on
securities.................................... - - - (0.45) (0.32)
---------- ------- ------- --------- -------
Total distributions............................... - (0.01) (0.12) (0.62) (0.53)
---------- ------- ------- --------- -------
Net asset value, end of period.................... $ 10.13 $ 8.93 $ 12.07 $ 12.87 $ 13.29
========== ======= ======= ========= =======
Total return (annualized)(7)(8)................... 5.69% (12.07)% 36.56% 11.77% 7.90%
========== ======= ======= ========= =======
Ratios/supplemental data:
Net assets, end of period (in thousands)........ $10,536 $38,837 $66,652 $ 23,115 $25,757
Ratios to average net assets
(annualized)(9)(10):
Expenses...................................... 1.90%(11) 1.17% 0.78% 0.61% 0.85%
Net investment income......................... 0.38%(11) 2.04% 2.00% 2.74% 2.37%
Portfolio turnover rate......................... 2% 21% 61% 37% 21%
</TABLE>

- ---------------

(1) The Institutional Class of the International Equity Fund commenced active
operations on August 7, 1991.
(2) HD International Limited was replaced by Hotchkis and Wiley as an
investment adviser to the International Equity Fund as of the close of
business on May 21, 1993.
(3) Morgan Stanley Asset Management Inc. was added as an investment adviser to
the International Equity Fund as of August 1, 1994.
(4) Average shares outstanding for the period rather than end of period shares
were used to compute net investment income per share.
(5) The Mileage, PlanAhead and AMR Classes commenced active operations on
August 1, 1994.
(6) Class expenses per share were subtracted from net investment income per
share for the Fund before class expenses to determine net investment income
per share.
(7) Total return is calculated assuming an initial investment is made at the
net asset value last calculated on the business day before the first day of
each period reported, reinvestment of all dividends and capital gains
distributions on the payable date, accrual for the maximum shareholder
services fee of .30% (for periods prior to August 1, 1994) and a sale at
the net asset value on the last day of each period reported.
(8) Total returns for the Mileage, PlanAhead and AMR Classes for the periods
ended October 31, 1994 reflect Institutional Class returns from November 1,
1993 through July 31, 1994 and returns of the applicable class for the
period August 1, 1994 (commencement of operations of the new classes)
through October 31, 1994. Due to the different expense structures between
the classes, total returns would vary from the results shown had the
classes been in operation for the entire year.
(9) Effective August 1, 1994, expenses include administrative services fees
paid by the Fund to the Manager. Prior to that date, expenses exclude
shareholder services fees paid directly by shareholders to the Manager.
Such fees amounted to less than $.04 per share in each period on an
annualized basis and were waived by the Manager for the period ended
October 31, 1991.
(10) The method of determining average net assets was changed from a monthly
average to a daily average starting with the periods ended October 31,
1994.
(11) Estimated based on expected annual expenses and actual average net assets.

56
<PAGE> 248

- --------------------------------------------------------------------------------

Mileage Class PlanAhead Class AMR Class
- ---------------------------- ---------------------------- -----------------------------
Period Ended Year Ended Period Ended Year Ended Period Ended Year Ended
October 31, October 31, October 31, October 31, October 31, October 31,
1994(3)(4)(5) 1995(6) 1994(3)(4)(5) 1995(6) 1994(3)(4)(5) 1995(6)
- ------------- ----------- ------------- ----------- ------------- -----------
<S> <C> <C> <C> <C> <C>
$ 12.61 $ 12.85 $ 12.61 $ 12.85 $ 12.61 $ 12.87
- ---------- --------- ---------- --------- ----------- ----------
0.03 0.22 0.06 0.24 0.05 0.30
0.21 0.66 0.18 0.64 0.21 0.68
- ---------- --------- ---------- --------- ----------- ----------
0.24 0.88 0.24 0.88 0.26 0.98
- ---------- --------- ---------- --------- ----------- ----------
- (0.21) - (0.21) - (0.22)
- (0.32) - (0.32) - (0.32)
- ---------- --------- ---------- --------- ----------- ----------
- (0.53) - (0.53) - (0.54)
- ---------- --------- ---------- --------- ----------- ----------
$ 12.85 $ 13.20 $ 12.85 $ 13.20 $ 12.87 $ 13.31
========== ========= ========== ========= =========== ==========
11.60% 7.35% 11.60% 7.37% 11.77% 8.18%
========== ========= ========== ========= =========== ==========
$ 207 $ 1,255 $ 375 $ 1,456 $ 165,524 $ 227,939
1.31% 1.33% 1.25% 1.33% 0.63% 0.60%
0.88% 1.99% 1.86% 2.08% 1.41% 2.65%
37% 21% 37% 21% 37% 21%
</TABLE>

57
<PAGE> 249

AMERICAN AADVANTAGE LIMITED-TERM INCOME FUND
FINANCIAL HIGHLIGHTS
(For a share outstanding throughout the period)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Institutional Class
----------------------------------------------------------------
Year Ended October 31,
----------------------------------------------------------------
1991(1) 1992 1993 1994(2) 1995
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period.............. $ 9.76 $ 10.07 $ 10.13 $ 10.23 $ 9.67
-------- -------- -------- -------- --------
Income from investment operations:
Net investment income........................... 0.83 0.75 0.58 0.52 0.62
Net gains (losses) on securities (both realized
and unrealized)............................... 0.31 0.06 0.15 (0.46) 0.15
-------- -------- -------- -------- --------
Total from investment operations.................. 1.14 0.81 0.73 0.06 0.77
-------- -------- -------- -------- --------
Less distributions:
Dividends from net investment income............ (0.83) (0.75) (0.58) (0.52) (0.62)
Distributions from net realized gains on
securities.................................... - - (0.05) (0.10) -
-------- -------- -------- -------- --------
Total distributions............................... (0.83) (0.75) (0.63) (0.62) (0.62)
-------- -------- -------- -------- --------
Net asset value, end of period.................... $ 10.07 $ 10.13 $ 10.23 $ 9.67 $ 9.82
======== ======== ======== ======== ========
Total return (annualized)(4)(5)(6)................ 11.87% 7.94% 7.20% 0.42% 8.18%
======== ======== ======== ======== ========
Ratios/supplemental data:
Net assets, end of period (in thousands)........ $141,629 $209,928 $238,874 $112,141 $137,293
Ratios to average net assets
(annualized)(7)(8)(9):
Expenses...................................... 0.35% 0.27% 0.26% 0.31% 0.60%
Net investment income......................... 8.42% 7.40% 5.76% 5.26% 6.36%
Portfolio turnover rate......................... 165% 133% 176% 94% 183%
</TABLE>

- ---------------
(1) AMR Investment Services, Inc. began portfolio management of the Limited-Term
Income Fund on March 1, 1991 replacing Brown Brothers, Harriman & Co. and
Barrow, Hanley, Mewhinney & Strauss, Inc.
(2) Average shares outstanding for the period rather than end of period shares
were used to compute net investment income per share.
(3) The Mileage, PlanAhead and AMR Classes commenced active operations on August
1, 1994.
(4) Total return is calculated assuming an initial investment is made at the net
asset value last calculated on the business day before the first day of each
period reported, reinvestment of all dividends and capital gains
distributions on the payable date, accrual for the maximum shareholder
services fee of .30% (for periods prior to August 1, 1994) and a sale at the
net asset value on the last day of each period reported.
(5) Total returns for the Mileage, PlanAhead and AMR Classes for the periods
ended October 31, 1994 reflect Institutional Class returns from November 1,
1993 through July 31, 1994 and returns of the applicable class for the
period August 1, 1994 (commencement of operations of the new classes)
through October 31, 1994. Due to the different expense structures between
the classes, total returns would vary from the results shown had the classes
been in operation for the entire year.
(6) Total returns for the Mileage and PlanAhead Classes exclude fees waived by
the Manager. Had the Fund paid such fees, total return for each class would
have been .41% for the period ended October 31, 1994, and 7.55% and 7.56%
for the year ended October 31, 1995 for the Mileage Class and PlanAhead
Class, respectively.
(7) Effective August 1, 1994, expenses include administrative services fees paid
by the Fund to the Manager. Prior to that date, expenses exclude shareholder
services fees paid directly by shareholders to the Manager. Such fees
amounted to less than $.03 per share in each period on an annualized basis.
(8) The method of determining average net assets was changed from a monthly
average to a daily average starting with the periods ended October 31, 1994.
(9) Operating results of the Mileage and PlanAhead Classes exclude fees waived
by the Manager. Had the Mileage Class paid such fees, the ratio of expenses
and net investment income to average net assets would have been 1.02% and
5.01%, respectively, for the period ended October 31, 1994, and 1.07% and
5.86%, respectively, for the year ended October 31, 1995. Had the PlanAhead
Class paid such fees the ratios would have been 1.00% and 4.89%,
respectively, for the period ended October 31, 1994, and 1.06% and 5.93%,
respectively, for the year ended October 31, 1995.

58
<PAGE> 250

- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Mileage Class PlanAhead Class AMR Class
- --------------------------- --------------------------- ----------------------------
Period Ended Year Ended Period Ended Year Ended Period Ended Year Ended
October 31, October 31, October 31, October 31, October 31, October 31,
1994(2)(3) 1995 1994(2)(3) 1995 1994(2)(3) 1995
- ------------ ----------- ------------ ----------- ------------ -----------
<S> <C> <C> <C> <C> <C>
$ 9.78 $ 9.68 $ 9.78 $ 9.68 $ 9.78 $ 9.68
- --------- --------- --------- --------- ---------- ---------
0.13 0.59 0.13 0.59 0.14 0.64
(0.10) 0.14 (0.10) 0.14 (0.10) 0.13
- --------- --------- --------- --------- ---------- ---------
0.03 0.73 0.03 0.73 0.04 0.77
- --------- --------- --------- --------- ---------- ---------
(0.13) (0.59) (0.13) (0.59) (0.14) (0.64)
- - - - - -
- --------- --------- --------- --------- ---------- ---------
(0.13) (0.59) (0.13) (0.59) (0.14) (0.64)
- --------- --------- --------- --------- ---------- ---------
$ 9.68 $ 9.82 $ 9.68 $ 9.82 $ 9.68 $ 9.81
========= ========= ========= ========= ========== =========
0.45% 7.83% 0.45% 7.83% 0.59% 8.22%
========= ========= ========= ========= ========== =========
$ 149 $ 582 $ 403 $ 1,576 $ 53,445 $64,595
0.82% 0.83% 0.79% 0.83% 0.33% 0.36%
5.21% 6.10% 5.10% 6.16% 5.77% 6.60%
94% 183% 94% 183% 94% 183%
</TABLE>

59
<PAGE> 251

AMERICAN AADVANTAGE MONEY MARKET FUND
FINANCIAL HIGHLIGHTS
(For a share outstanding throughout the period)
- --------------------------------------------------------------------------------

- ---------------
(1) Average shares outstanding for the period rather than end of period shares
were used to compute net investment income per share.
(2) The PlanAhead Class commenced active operations on August 1, 1994.
(3) Total return for the PlanAhead Class for the period ended October 31, 1994
reflects Institutional Class returns from November 1, 1993 through July 31,
1994 and returns of the PlanAhead Class from August 1, 1994 (commencement of
operations) through October 31, 1994. Due to the different expense
structures between the classes, total return would vary from the results
shown had the PlanAhead Class been in operation for the entire year.
(4) Effective October 1, 1990, expenses include administrative services fees
paid by the Fund to the Manager. Prior to that date, expenses exclude
shareholder services fees paid directly by shareholders to the Manager,
which amounted to less than $.01 per share in each period on an annualized
basis.
(5) The method of determining average net assets was changed from a monthly
average to a daily average starting with the year ended October 31, 1992.

60
<PAGE> 252

- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Mileage Class
- ----------------------------------------- PlanAhead Class
----------------------------
Year Ended October 31, Period Ended Year Ended
- ----------------------------------------- October 31, October 31,
1992 1993 1994(1) 1995 1994(1)(2) 1995
- ------- ------- ------- -------- ------------ -----------
<S> <C> <C> <C> <C> <C>
$ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
- ------- ------- ------- -------- --------- ---------
0.04 0.03 0.04 0.05 0.01 0.05
(0.04) (0.03) (0.04) (0.05) (0.01) (0.05)
- ------- ------- ------- -------- --------- ---------
$ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======= ======= ======= ======== ========= =========
4.15% 3.05% 3.56% 5.61% 3.73%(3) 5.60%
======= ======= ======= ======== ========= =========
$15,952 $30,625 $57,886 $100,286 $ 25 $41,989
0.51% 0.48% 0.50 % 0.57% 0.70% 0.55%
3.76% 2.99% 3.58 % 5.48% 4.42% 5.56%
</TABLE>

61
<PAGE> 253

AMERICAN AADVANTAGE MUNICIPAL MONEY MARKET FUND
FINANCIAL HIGHLIGHTS
(For a share outstanding throughout the period)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Institutional Class Mileage Class PlanAhead Class
-------------------------- -------------------------- --------------------------
Period Ended Year Ended Period Ended Year Ended Period Ended Year Ended
October 31, October 31, October 31, October 31, October 31, October 31,
1994(1) 1995 1994(1) 1995 1994(1) 1995
------------ ----------- ------------ ----------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of
period........................... $ 1.00 $1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
------ ----- ------- ------- ------ ------
Net investment income............ 0.02 0.04 0.02 0.03 0.01 0.03
Less dividends from net
investment income.............. (0.02) (0.04) (0.02) (0.03) (0.01) (0.03)
------ ----- ------- ------- ------ ------
Net asset value, end of period..... $ 1.00 $1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
====== ===== ======= ======= ====== ======
Total return (annualized)(2)(3).... 2.44% 3.75% 2.16% 3.40% 2.35% 3.39%
====== ===== ======= ======= ====== ======
Ratios/supplemental data:
Net assets, end of period (in
thousands)..................... $9,736 $ 7 $10,713 $19,438 $ 0 $ 129
Ratios to average net assets
(annualized)(4):
Expenses....................... 0.30% 0.35% 0.63% 0.71% 0.77% 0.72%
Net investment income.......... 2.38% 3.70% 2.23% 3.33% 2.49% 3.32%
</TABLE>

- ---------------
(1) The Institutional Class and Mileage Class commenced active operations on
November 10, 1993. The PlanAhead Class commenced active operations on August
1, 1994.
(2) Total returns for each class of the Municipal Money Market Fund exclude
management and administrative services fees waived by the Manager. Had the
Fund paid such fees during the period ended October 31, 1994 and during the
year ended October 31, 1995, annualized total returns would have been 2.24%
and 3.54%, respectively for the Institutional Class, 1.95% and 3.19%,
respectively, for the Mileage Class and 2.15% and 3.19%, respectively, for
the PlanAhead Class.
(3) Total return for the PlanAhead Class for the period ended October 31, 1994
reflects Institutional Class returns from November 10, 1993 through July 31,
1994 and returns of the PlanAhead Class from August 1, 1994 (commencement of
operations) through October 31, 1994. Due to the different expense
structures between the classes, total return would vary from the results
shown had the PlanAhead Class been in operation for the entire year.
(4) Operating results of each class of the Municipal Money Market Fund exclude
fees waived by the Manager. Had the Fund paid such fees, the ratio of
expenses and net investment income to average net assets for the
Institutional Class would have been .50% and 2.18%, respectively, for the
period ended October 31, 1994, and .55% and 3.50%, respectively, for the
year ended October 31, 1995. The ratios for the Mileage Class would have
been .83% and 2.03%, respectively, for the period ended October 31, 1994,
and .91% and 3.13%, respectively, for the year ended October 31, 1995. The
ratios for the PlanAhead Class would have been .97% and 2.29%, respectively
for the period ended October 31, 1994, and .92% and 3.12%, respectively, for
the year ended October 31, 1995.

62
<PAGE> 254

AMERICAN AADVANTAGE U.S. TREASURY MONEY MARKET FUND
FINANCIAL HIGHLIGHTS
(For a share outstanding throughout the period)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Institutional Class Mileage Class PlanAhead Class
---------------------------------------------- ------------------------- --------------------------
Period Period Period
Ended Year Ended October 31, Ended Year Ended Ended Year Ended
October 31, ------------------------------ October 31, October 31, October 31, October 31,
1992(1) 1993 1994(2) 1995 1994(2) 1995 1994(1)(2) 1995
----------- -------- ------- ------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period.... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $1.00 $1.00
Net investment
income............... 0.02 0.03 0.04 0.06 0.03 0.05 0.01 0.05
Less dividends from net
investment income.... (0.02) (0.03) (0.04) (0.06) (0.03) (0.05) (0.01) (0.05)
--------- -------- ------- ------- --------- --------- -------- ---------
Net asset value, end of
period................. $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $1.00 $1.00
========= ======== ======= ======= ========= ========= ======== ========
Total return
(annualized)........... 3.61% 3.07% 3.70% 5.67% 3.42% 5.30% 3.58%(3) 5.19%
========= ======== ======= ======= ========= ========= ======== ========
Ratios/supplemental data:
Net assets, end of
period (in
thousands)........... $ 91,453 $136,813 $67,607 $47,184 $ 6,167 $ 6,972 $ 0 $ 530
Ratios to average net
assets
(annualized)(5):
Expenses............... 0.27%(4) 0.23% 0.25% 0.32% 0.57% 0.71% 0.75% 0.76%
Net investment
income............... 3.46%(4) 2.96% 3.44% 5.49% 3.84% 5.14% 3.94% 5.19%
</TABLE>

- ---------------

(1) The Institutional Class commenced active operations on March 2, 1992. The
PlanAhead Class commenced active operations on August 1, 1994.

(2) Average shares outstanding for the period rather than end of period shares
were used to compute net investment income per share.

(3) Total return for the PlanAhead Class for the period ended October 31, 1994
reflects Institutional Class returns from November 1, 1993 through July 31,
1994 and returns of the PlanAhead Class from August 1, 1994 (commencement of
operations) through October 31, 1994. Due to the different expense
structures between the classes, total return would vary from the results
shown had the PlanAhead Class been in operation for the entire year.

(4) Estimated based on expected annual expenses and actual average net assets.

(5) The method of determining average net assets was changed from a monthly
average to a daily average starting with the period ended October 31, 1994.

63
<PAGE> 255
[AMERICAN
AADVANTAGE FUNDS
LOGO]

-INSTITUTIONAL CLASS-
P.O. Box 619003
Dallas/Fort Worth Airport, Texas
75261-9003
(817) 967-3509

-MILEAGE CLASS-(R)
P.O. Box 4580
Chicago, Illinois 60680-4580
(800) 231-4252

-PLANAHEAD CLASS-(SM)
P.O. Box 4580
Chicago, Illinois 60680-4580
(800) 231-4252

-AMR CLASS-(SM)
P.O Box 619003
Dallas/Fort Worth Airport, Texas
75261-9003
(817) 967-3509

[LOGO]
[AADVANTAGE
FUNDS
LOGO]

BALANCED FUND

GROWTH AND INCOME FUND

INTERNATIONAL EQUITY FUND

LIMITED-TERM INCOME FUND

MONEY MARKET FUND

MUNICIPAL MONEY MARKET FUND

U.S. TREASURY MONEY MARKET FUND

<PAGE> 256
AMERICAN AADVANTAGE MILEAGE FUNDS
STATEMENTS OF ASSETS AND LIABILITIES
FEBRUARY 29, 1996
(UNAUDITED)
- --------------------------------------------------------------------------------

Total assets................................... 1,864,948 4,342,967 2,100,172 1,585,299
------------ ------------ ------------ ------------

Total liabilities.............................. 24,490 29,494 25,155 29,699
------------ ------------ ------------ ------------

Net asset value, offering and redemption
price per share.............................. $ 14.94 $ 17.62 $ 14.32 $ 9.78
============ ============ ============ ============

Net assets..................................... $ 1,840,458 $ 4,313,473 $ 2,075,017 $ 1,555,600
============ ============ ============ ============
</TABLE>

See accompanying notes
<PAGE> 257