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THIS PROSPECTUS contains important information about the Platinum Class of the
AMERICAN AADVANTAGE MONEY MARKET MILEAGE FUND(SM) (the "Fund"), an investment
portfolio of the American AAdvantage Mileage Funds ("Trust"), an open-end
management investment company. THE FUND SEEKS CURRENT INCOME, LIQUIDITY AND THE
MAINTENANCE OF A STABLE $1.00 PRICE PER SHARE BY INVESTING ALL OF ITS INVESTABLE
ASSETS IN THE MONEY MARKET MILEAGE PORTFOLIO ("PORTFOLIO") OF THE AMR INVESTMENT
SERVICES TRUST ("AMR TRUST") WHICH INVESTS IN HIGH QUALITY, SHORT-TERM
OBLIGATIONS. The investment experience of the Fund will correspond directly with
the investment experience of the Portfolio. The 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. Prospective Platinum Class 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")
for the Platinum Class dated March 1, 1998 has been filed with the Securities
and Exchange Commission and is incorporated herein by reference. The SAI
contains more detailed information about the Fund. For a free copy of the SAI,
call 1-800-934-4410. For further information on the Fund, refer to the address
and phone number on the back cover.
AN INVESTMENT IN THE MONEY MARKET FUND IS NEITHER INSURED NOR GUARANTEED BY THE
U.S. GOVERNMENT AND THERE CAN BE NO ASSURANCE THAT IT 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.
[AMERICAN AADVANTAGE LOGO]
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Under a master-feeder operating structure, the Fund seeks its investment
objective by investing all of its investable assets in the Portfolio as
described above. The Portfolio's investment objective is identical to that of
the 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 the Fund will be
the Fund's interest in the Portfolio. AMR Investment Services, Inc. ("Manager")
provides investment management and administrative services to the Portfolio and
administrative services to the Fund. This master-feeder 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 Portfolio." The Fund may withdraw
its investment in the Portfolio at any time if the Trust's Board of Trustees
("Board") determines that it would be in the best interest of the Fund and its
shareholders to do so. Upon any such withdrawal, the 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................. 5
INVESTMENT OBJECTIVE,
POLICIES AND RISKS......... 5
INVESTMENT RESTRICTIONS...... 11
YIELDS AND TOTAL RETURNS..... 12
MANAGEMENT AND ADMINISTRATION OF THE TRUST... 12
AADVANTAGE(R) MILES.......... 15
HOW TO PURCHASE SHARES....... 16
HOW TO REDEEM SHARES......... 17
VALUATION OF SHARES.......... 19
DIVIDENDS AND TAX MATTERS.... 19
GENERAL INFORMATION.......... 20
SHAREHOLDER COMMUNICATIONS... 21
</TABLE>
PROSPECTUS
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TABLE OF FEES AND EXPENSES
Annual Operating Expenses (as a percentage of average net assets):
<TABLE>
<CAPTION>
MONEY
MARKET
MILEAGE
FUND
<S> <C>
Management Fees 0.15%
12b-1 Fees 0.20%(1)
Other Expenses 0.74%
-----
Total Operating Expenses 1.09%(2)
-----
-----
</TABLE>
(1) Absent fee waivers, "12b-1 Fees" for the Fund would be 0.25%. The 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."
(2) "Total Operating Expenses" before fee waivers are estimated to be 1.14% for
the Fund.
The above expenses reflect the expenses of the Fund and the Portfolio. The
Board believes that the aggregate per share expenses of the Fund and the
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.
EXAMPLE
A Platinum Class investor in the 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 3 5 10
YEAR YEARS YEARS YEARS
<S> <C> <C> <C>
11 35 60 133
</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 the Fund. Additional information
may be found under "Management and Administration of the Trust."
THE FOREGOING EXAMPLE 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 EXAMPLE.
PROSPECTUS
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FINANCIAL HIGHLIGHTS
The financial highlights in the following table have been derived from financial
statements of the Trust. The information has been audited by Ernst & Young LLP,
independent auditor. 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 Trust incorporated by reference in the SAI, which contains
further information about performance of the Fund and can be obtained by
investors without charge.
(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)
<TABLE>
<CAPTION>
MONEY MARKET MILEAGE FUND
-------------------------------------------------------------
PLATINUM CLASS MILEAGE CLASS
---------------------------------------- -----------------
YEAR ENDED PERIOD ENDED
----------------- ------------------- YEAR ENDED
OCTOBER 31, 1997 OCTOBER 31, 1996(1) OCTOBER 31, 1996
----------------- ------------------- -----------------
<S> <C> <C> <C>
Net asset value, beginning
of period $ 1.00 $ 1.00 $ 1.00
------- ------- --------
Net investment income 0.05 0.03 0.05
Less dividends from net
investment income (0.05) (0.03) (0.05)
------- ------- --------
Net asset value, end of
period $ 1.00 $ 1.00 $ 1.00
======= ======= ========
Total return (annualized) 4.71% 4.78%(2) 5.12%
======= ======= ========
Ratios/supplemental data:
Net assets, end of period
(in thousands) $49,184 $15,429 $106,709
Ratios to average net
assets
(annualized)(3)(4):
Expenses 1.09% 1.09% 0.67%
Net investment income 4.64% 4.48% 5.02%
</TABLE>
(1) The Platinum Class of the Fund commenced active operations on January 29,
1996, and at that time the existing shares of the Fund were designated as
Mileage Class shares.
(2) Total return for the Platinum Class for the period ended October 31, 1996,
reflects Mileage Class returns from November 1, 1995 through January 27,
1996 and returns of the Platinum Class through October 31, 1996. Due to the
different expense structures between the classes, total return would vary
from the results shown had the Platinum Class been in operation for the
entire year.
(3) The per share amounts reflect income and expenses assuming inclusion of the
Fund's proportionate share of the income and expenses of the Portfolio.
(4) Operating results exclude expenses reimbursed by the Manager. Had the Fund
paid such fees, the ratio of expenses and net investment income to average
net assets would have been 1.24% and 4.33%, respectively, for the period
ended October 31, 1996 and 1.14% and 4.59%, respectively, for the year ended
October 31, 1997 for the Platinum Class and 0.78% and 4.91%, respectively
for the year ended October 31, 1996 and 0.74% and 4.95%, respectively, for
the year ended October 31, 1997 for the Mileage Class.
PROSPECTUS
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INTRODUCTION
The Trust is an open-end, diversified management investment company,
organized as a Massachusetts business trust on February 22, 1995. The Fund is a
separate investment portfolio of the Trust. The Fund invests all of its
investable assets in the Portfolio, which has an identical investment objective.
The Fund is available only to individuals and certain grantor trusts. Qualified
retirement plans (i.e., IRAs, Keogh, profit sharing plans) and institutional
investors are not eligible to invest in the Fund. 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) 934-4410 or write to 100 Wall
Street, New York, NY 10005.
Although each class of shares is designed to meet the needs of different
categories of investors, both classes of the Fund share the same portfolio of
investments and a common investment objective. See "Investment Objective,
Policies and Risks." There is no guarantee that the Fund will achieve its
investment objective. Based on its value, a share of the 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 are allocated separately to each class of shares.
The Manager provides the Fund and the Portfolio with investment advisory and
administrative services. Investment decisions for the Portfolio are made by the
Manager in accordance with the investment objective, policies and restrictions
described in this Prospectus and in the SAI.
Shares are sold without sales charge 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."
Each shareholder in the Fund will receive American Airlines(R)
AAdvantage(R) travel awards program ("AAdvantage") miles.((1)) 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. See "AAdvantage Miles."
INVESTMENT OBJECTIVE, POLICIES AND RISKS
The investment objective and policies of the Fund and the Portfolio are
described below. Except as otherwise indicated, the investment policies of the
Fund may be
- ---------------
(1) American Airlines and AAdvantage are registered trademarks of American
Airlines, Inc.
PROSPECTUS
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changed at any time by the Board to the extent that such changes are consistent
with the investment objective of the Fund. However, the Fund's investment
objective may not be changed without a majority vote of the Fund's outstanding
shares, which is defined as the lesser of (a) 67% of the shares of the 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 Fund (hereinafter, "majority vote"). The Portfolio's investment objective
may not be changed without a majority vote of the Portfolio's interest holders.
The Fund has a fundamental investment policy which allows it to invest all
of its investable assets in the Portfolio. All other fundamental investment
policies and the non-fundamental investment policies of the Fund and the
Portfolio are identical. Therefore, although the following discusses the
investment policies of the Portfolio and the AMR Trust's Board of Trustees ("AMR
Trust Board"), it applies equally to the Fund and the Board.
INVESTMENT OBJECTIVE -- The investment objective of the Fund is to seek current
income, liquidity and the maintenance of a stable $1.00 price per share. The
Fund seeks to achieve this objective by investing all of its investable assets
in the Portfolio, which invests 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
amortized cost. Obligations in which the Portfolio invests 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
the Portfolio will not exceed 90 days.
The 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, bank 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 Portfolio will invest only in issuers or instruments that at the time of
purchase (1) have received the highest short-term rating by 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
PROSPECTUS
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subject to ratification by the AMR Trust Board. See the SAI for definitions of
the foregoing instruments and rating systems. The Portfolio may invest in other
investment companies.
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 may not
maintain this concentration.
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
affect adversely 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 will 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" or "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
PROSPECTUS
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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.
OTHER INVESTMENT POLICIES -- In addition to the investment policies described
previously, the Portfolio also may lend its securities, enter into fully
collateralized repurchase agreements and invest in private placement offerings.
SECURITIES LENDING. The 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 the Portfolio would exceed 33 1/3% of its
total assets (including the market value of collateral received). The 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. 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 Portfolio seeks to minimize this
risk by making loans only to borrowers which are deemed to be of good financial
standing and which have been approved by the AMR Trust Board. For purposes of
complying with the Portfolio's investment policies and restrictions, collateral
received in connection with securities loans will be deemed an asset of the
Portfolio to the extent required by law. The Manager will receive compensation
for administrative and oversight functions with respect to securities lending.
The amount of such compensation will depend on the income generated by the loan
of the Portfolio's securities. The SEC has granted exemptive relief that permits
the Portfolio to invest cash collateral received from securities lending
transactions in shares of one or more private investment companies managed by
the Manager. Subject to receipt of exemptive relief from the SEC, the Portfolio
also may invest cash collateral received from securities lending transactions in
shares of one
PROSPECTUS
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or more registered investment companies managed by the Manager. See the SAI for
further information regarding loan transactions.
REPURCHASE AGREEMENTS. A repurchase agreement is an agreement under which
securities are acquired by the Portfolio from a securities dealer or bank
subject to resale at an agreed upon price on a later date. The 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 attempts 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 OFFERINGS. Investments in private placement offerings are
made in reliance on the "private placement" exemption from registration afforded
by Section 4(2) of the Securities Act of 1933 (the "1933 Act"), and resold to
qualified institutional buyers under Rule 144A under the 1933 Act ("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 Portfolio, that agree they are purchasing 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 Portfolio through or with the assistance of
the issuer or dealers that make a market in the Section 4(2) securities, thus
providing liquidity. The Portfolio will not invest more than 10% of its 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 the Portfolio in excess of this level are at all times
liquid.
The AMR Trust Board and the Manager, pursuant to the guidelines approved by
the AMR Trust Board, will carefully monitor the Portfolio's investments in
Section 4(2) securities offered and sold under Rule 144A, 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 the Portfolio's liquidity to the extent that qualified institutional
buyers no longer wish to purchase these restricted securities.
BROKERAGE PRACTICES -- The Portfolio normally will not incur any brokerage
commissions on its transactions because money market instruments are generally
traded on a "net" basis with dealers acting as principal for their own accounts
and 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
PROSPECTUS
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or discount. No commissions or discounts are paid when securities are purchased
directly from an issuer.
ADDITIONAL INFORMATION ABOUT THE PORTFOLIO -- As previously described, investors
should be aware that the 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 the Portfolio, which is a
separate investment company. Since the Fund will invest only in the Portfolio,
the Fund's shareholders will acquire only an indirect interest in the
investments of the Portfolio.
The Manager expects, although it cannot guarantee, that the Fund will
achieve economies of scale by investing in the Portfolio. In addition to selling
its interests to the Fund, the Portfolio sells its interests to other
non-affiliated investment companies and/or other institutional investors. All
institutional investors in the Portfolio pay a proportionate share of the
Portfolio's expenses and invest in the Portfolio on the same terms and
conditions. However, other investment companies investing all of their assets in
the Portfolio are not required to sell their shares at the same public offering
price as the Fund and are allowed to charge different sales commissions.
Therefore, investors in the Fund may experience different returns from investors
in another investment company that invests exclusively in the Portfolio.
The Fund's investment in the Portfolio may be affected materially by the
actions of large investors in the Portfolio, if any. For example, as with all
open-end investment companies, if a large investor were to redeem its interest
in the Portfolio, the Portfolio's remaining investors could experience higher
pro rata operating expenses, thereby producing lower returns. As a result, the
Portfolio's security holdings may become less diverse, resulting in increased
risk. Institutional investors in the Portfolio that have a greater pro rata
ownership interest in the Portfolio than the Fund could have effective voting
control over the operation of the Portfolio. A material change in the
Portfolio's fundamental objective, policies and restrictions, that is not
approved by the shareholders of the Fund could require the 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, the 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 the Fund and could affect its liquidity adversely.
The Portfolio's and the Fund's investment objectives and policies are
described above. See "Investment Restrictions" for a description of their
investment restrictions. The investment objective of the Fund can be changed
only with shareholder approval. The approval of the Fund and of other investors
in the Portfolio, if any, is not required to change the investment objective,
policies or limitations of the Portfolio, unless otherwise specified. Written
notice will be provided to shareholders of the Fund within
PROSPECTUS
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thirty days prior to any changes in the Portfolio's investment objective. If the
investment objective of the Portfolio changes and the shareholders of the Fund
do not approve a parallel change in the Fund's investment objective, the Fund
would seek an alternative investment vehicle or the Manager would actively
manage the Fund.
See "Management and Administration of the Trust" for a complete description
of the investment management fee and other expenses associated with the Fund's
investment in the Portfolio. This Prospectus and the SAI contain more detailed
information about the Fund and the Portfolio, including information related to
(1) the investment objective, policies and restrictions of the Fund and the
Portfolio, (2) the Board of Trustees and officers of the Trust and the AMR
Trust, (3) brokerage practices, (4) the Fund's shares, including the rights and
liabilities of its shareholders, (5) additional performance information,
including the method used to calculate yield and total return, and (6) the
determination of the value of the Fund's shares.
INVESTMENT RESTRICTIONS
The following fundamental investment restrictions and the non-fundamental
investment restriction are identical for the Fund and the Portfolio. Therefore,
although the following discusses the investment restrictions of the Portfolio
and the AMR Trust Board, it applies equally to the Fund and its Board. The
following fundamental investment restrictions may be changed with respect to the
Fund by the majority vote of the Fund's outstanding shares or with respect to
the Portfolio by the majority vote of the Portfolio's interest holders. The
Portfolio may not:
- 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 the
Portfolio's total assets. In addition, although not a fundamental
investment restriction and therefore subject to change without shareholder
vote, the Portfolio applies this restriction with respect to 100% of its
assets.
- Invest more than 25% of its total assets in the securities of companies
primarily engaged in any one industry, provided that: (i) this limitation
does not apply to obligations issued or guaranteed by the U.S. Government,
its agencies and instrumentalities; (ii) municipalities and their agencies
and authorities are not deemed to be industries; and (iii) financial
service companies are classified according to the end users of their
services (for example, automobile finance, bank finance, and diversified
finance will be considered separate industries). With respect to the
Portfolio, this restriction does not apply to the banking industry.
PROSPECTUS
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The following non-fundamental investment restriction may be changed with
respect to the Fund by a vote of a majority of the Board or with respect to the
Portfolio by a vote of a majority of the AMR Trust Board: the Portfolio may not
invest more than 10% of its net assets in illiquid securities, including time
deposits and repurchase agreements that mature in more than seven days.
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 the Fund 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 investment
income generated over a seven calendar-day period (which period will be stated
in the advertisement). This yield is then annualized by assuming the amount of
investment income generated 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 investment income earned 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.
Total return quotations advertised by the Fund 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 Fund will at times compare its
performance to applicable published indices, and also may disclose its
performance as ranked by certain ranking entities. See the SAI for more
information about the calculation of yields and total returns.
MANAGEMENT AND ADMINISTRATION OF THE TRUST
FUND MANAGEMENT AGREEMENT -- The Trust's Board has general supervisory
responsibility over the Trust's affairs. The Manager provides or oversees all
administrative, investment advisory and portfolio management services for the
Trust pursuant to a Management Agreement, dated October 1, 1995 as amended
November 21, 1997. The AMR Trust and the Manager also entered into a Management
Agreement dated, October 1, 1995, as amended July 25, 1997 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
PROSPECTUS
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parent company of American Airlines, Inc., and was organized in 1986 to provide
investment management, advisory, administrative and asset management consulting
services. The Manager serves as the sole investment adviser to the Portfolio. As
of December 31, 1997, the Manager had assets under management totaling
approximately $18.4 billion, including approximately $6.1 billion under active
management and $12.3 billion as named fiduciary or fiduciary adviser. Of the
total, approximately $14.2 billion of assets are related to AMR. American
Airlines, Inc. is not responsible for investments made in the American
AAdvantage Mileage Funds.
The Manager provides the Trust and the AMR Trust with office space, office
equipment and personnel necessary to manage and administer the Trust's
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 Trust by
third parties. The Manager oversees the Portfolio's participation in securities
lending activities and any actions taken by the securities lending agent in
connection with those activities to ensure compliance with all applicable
regulatory and investment guidelines. The Manager also develops the investment
programs for the Portfolio.
Except as otherwise provided below, the Manager bears the expense of
providing the above services. As compensation for providing the Portfolio 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 Portfolio. To the extent that the Fund invests all of its
investable assets in the Portfolio, the Manager receives no advisory fee from
the Trust. The Manager receives compensation in connection with securities
lending activities. If the Portfolio lends its portfolio securities and receives
cash collateral from the borrower, the Manager may receive up to 25% of the net
annual interest income (the gross interest earned by the investment less the
amount paid to the borrower as well as related expenses) received from the
investment of such cash. If a borrower posts collateral other than cash, the
borrower will pay to the lender a loan fee. The Manager may receive up to 25% of
the loan fees posted by borrowers. Currently, the Manager receives 10% of the
net annual interest income from the investment of cash collateral or 10% of the
loan fees posted by borrowers. The fees received by the Manager from the AMR
Trust are payable quarterly in arrears. In addition, the Manager is compensated
through the Administrative Services Agreement as described below for other
services provided.
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 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
the Fund's shareholders or the Portfolio's interest holders. A Management
Agreement may be terminated with respect to the Fund or the Portfolio at any
time, without penalty, by a majority vote of
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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 Trust or the AMR Trust. A Management Agreement will automatically terminate
in the event of its "assignment" as defined in the 1940 Act.
The Trust is responsible for expenses not otherwise assumed by the Manager,
including the following expenses: audits by independent auditors; transfer
agency, custodian, dividend disbursing agent and shareholder recordkeeping
services; taxes, if any, and the preparation of the 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 Fund's 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; fees
paid to consultants providing reports regarding the adherence by investment
advisers to the investment style of the Portfolio 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 Trust and the AMR Trust, including creating a separate Board of
Trustees of the AMR Trust.
ADMINISTRATIVE SERVICES PLAN -- The Manager has entered into an Administrative
Services Plan with the Trust which obligates 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 Fund. The fee is payable
quarterly in arrears.
DISTRIBUTION PLAN -- The Trust has adopted a Platinum Class distribution plan
(the "Plan") 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 Board's
Trustees, including the affirmative votes of a majority of the Independent
Trustees of the 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 Plan 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 Board or by a vote of a majority of the outstanding voting
securities of that class.
The Plan provides that the 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
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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 Plan. The Plan authorizes the Manager, or any other
entity approved by the Board, to spend Rule 12b-1 fees on any activities or
expenses intended to result in 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 Plan
authorizes expenses incurred in connection with participation in the AAdvantage
program.
ALLOCATION OF FUND EXPENSES -- Expenses of the Fund generally are allocated
equally among the shares of the Fund, regardless of class. However, certain
expenses approved by the 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
Trust.
CUSTODIAN AND TRANSFER AGENT -- STATE STREET BANK & TRUST COMPANY, Boston,
Massachusetts, serves as custodian for the Portfolio and the Fund and as
transfer agent for the Platinum Class.
INDEPENDENT AUDITOR -- The independent auditor for the Fund and the AMR Trust is
ERNST & YOUNG LLP, Dallas, Texas.
AADVANTAGE(R) 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 the 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
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miles that month and every month the $50,000 investment was maintained in the
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 the Fund, 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 Fund 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."
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 governmental regulations.
HOW TO PURCHASE SHARES
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 until 3:00 p.m. Eastern time,
or the close of the Exchange (whichever comes first) 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"). 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 normally be collected from such check before shares
will be purchased. The 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.
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Free credit balances arising from check deposits, dividend payments,
interest payments and other credits will be swept into the Fund on the business
day after posting. Free credit balances arising from the sale of securities will
be swept into the Fund on the business day following settlement. Amounts swept
into the Fund start earning dividends on the business day on which they are
swept into the Fund.
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 or a debit card) 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 the 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 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 Fund intends to redeem shares in cash, the Fund
reserves the right to pay the redemption price in whole or in part by a
distribution of readily marketable securities held by the Portfolio. See the SAI
for further information concerning redemptions in kind.
Automatic redemption has been instituted for participants invested in the
Fund. A sufficient number of shares will be redeemed on settlement date to pay
for all securities
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transactions. If a shareholder intends to send funds to settle securities
transactions, the funds must be received on the business day before the
settlement date to prevent an automatic redemption.
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 affect the Fund
adversely, it may take up to seven days to send payment.
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 the shareholder's Fund account ("Redemption Checks"). 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 Fund 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 Fund reserves 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 Fund. 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 Fund, establish
variations on minimum check amounts.
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 Fund reserves the right
to terminate or modify this privilege at any time.
The Fund may refuse to honor Redemption Checks whenever the right of
redemption has been suspended or postponed, or whenever the account is otherwise
impaired.
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.
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FULL REDEMPTIONS -- Unpaid dividends credited to an account up to the date of
redemption of all shares of the Fund generally will be paid at the time of
redemption.
VALUATION OF SHARES
The net asset value of each share (share price) of the Fund is determined as
of the close of the Exchange, generally 4:00 p.m. Eastern time, on each Business
Day. The net asset value of the Fund will be determined based on a pro rata
allocation of the 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 Portfolio are valued in accordance with the
amortized cost method, which is designed to enable the Portfolio and the Fund to
maintain a consistent $1.00 per share net asset value. The amortized cost method
is described in the SAI.
DIVIDENDS AND TAX MATTERS
All of the 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 day of the following month. The 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 the Portfolio's
securities, less amortization of premium, and the estimated expenses of both the
Portfolio and the Fund attributable to the Platinum Class. The Portfolio does
not expect to realize net capital gain, therefore the Fund does not foresee
paying any capital gain distributions. If the Fund (either directly or
indirectly through the 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 the Fund's shares will be automatically paid in additional Platinum
Class shares of the 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.
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The 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 the 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, the 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 the 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. The Portfolio
has received a ruling from the Internal Revenue Service that it is classified
for federal income tax purposes as a partnership; accordingly, the Portfolio is
not subject to federal income tax.
Dividends from the Fund's investment company taxable income are 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.
Interest on indebtedness incurred or continued by a shareholder to purchase or
carry shares of the Fund is not deductible.
The Fund notifies its shareholders following the end of each calendar year
of the amounts of dividends paid (or deemed paid) that year. The 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 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 Fund and its 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 Trust or
any tax consequences as a result of the receipt of AAdvantage miles. For further
tax information, see the SAI.
GENERAL INFORMATION
The Trust currently is comprised of nine separate investment portfolios. The
Fund is comprised of two classes of shares. Shares of the Fund can be issued in
an unlimited number. Each share represents an equal proportionate beneficial
interest in the 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
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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 Trust are nontransferable.
On most issues subjected to a vote of the Portfolio's interest holders, as
required by the 1940 Act, the 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 the Portfolio interest holder's votes are
proportionate to its percentage interests in the Portfolio, one or more other
Portfolio investors could, in certain instances, approve an action against which
a majority of the outstanding voting securities of the Fund had voted. This
could result in the Fund's redeeming its investment in the Portfolio, which
could result in increased expenses for the Fund. Whenever the shareholders of
the Fund are called to vote on matters related to the 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 the Portfolio in the Portfolio's report to shareholders will be
provided to the shareholders of the Fund.
As a Massachusetts business trust, the Trust is not obligated to conduct
annual shareholder meetings. However, the Trust will hold special shareholder
meetings whenever required to do so under the federal securities laws or its
Declaration of Trust or By-Laws. Trustees can be removed by a shareholder vote
at special shareholder meetings.
The Manager has taken steps that it believes are reasonably designed to
address the potential failure of computer programs used by the Manager and the
Fund's service providers to address the Year 2000 issue. There can be no
assurance that these steps will be sufficient to avoid any adverse impact.
SHAREHOLDER COMMUNICATIONS
Shareholders will receive periodic reports, including annual and semi-annual
reports, which will include financial statements showing the results of the
Fund's operations and other information. The financial statements of the Fund
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.
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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 TRUST FOR USE IN CONNECTION
WITH THE OFFER OF THE FUND'S SHARES, AND, IF GIVEN OR MADE, SUCH OTHER
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE FUND. 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 registered service mark of AMR
Corporation. Platinum Class and American AAdvantage Money Market Mileage Fund
are service marks of AMR Investment Services, Inc.
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-- NOTES --
<PAGE> 24
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