SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Materials Pursuant to Section 240.14a-12
AMERICAN AADVANTAGE FUNDS
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
[AMERICAN AADVANTAGE FUNDS LOGO] August 12, 2004
IMPORTANT NOTICE REGARDING
YOUR INVESTMENT IN THE
American AAdvantage Funds
Dear Shareholder,
Last month, we mailed to you proxy material regarding the August 11, 2004
Special Meeting of Shareholders of the American AAdvantage Funds. Since the
Funds did not receive sufficient votes to decide on the matters at hand, the
Meeting had to be adjourned until August 24th, 2004, to give you additional
time to vote your shares.
Not familiar with your investment in American AAdvantage Funds? Many
shareholders may not realize that these Funds are an investment vehicle tied
to their brokerage account. Our records indicate that you are a shareholder
of record in one or more of the American AAdvantage Funds and therefore, we
need your help.
Please take a moment now to cast your vote.
There are several proposals on the Meeting agenda as noted on the enclosed
proxy card. Should you need any additional information on these proposals,
please do not hesitate to call us toll-free at 1-800-317-8032. You may
utilize any of the options below to ensure that your vote is promptly
recorded in time for the Meeting:
1. Vote by Telephone. You may cast your vote by telephone by calling our
toll-free proxy hotline at 1-800-317-8032 - ask for extension 12. Our
representatives are available to assist you Monday through Friday from
9:00 a.m. to 10:00 p.m. Eastern time.
2. Vote Through the Internet. You may cast your vote using the Internet by
logging into the Internet address located on the enclosed proxy card and
following the instructions on the website.
3. Vote by Mail. You may cast your vote by mail by signing, dating and
mailing the enclosed proxy card in the postage-prepaid return envelope
provided. If available, please utilize one of the first two options above
to insure that your response is received in time for the adjourned Special
Meeting on August 24th.
If you have not voted as the meeting date approaches, you may receive a call
reminding you to vote your shares.
Thank you for your assistance with this matter.
PROXY CARDS
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COMBINED SPECIAL MEETING OF SHAREHOLDERS
AS OF 6/14/04 TO BE HELD ON 8/11/04.
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF TRUSTEES.
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To vote by Internet
1) Read the Proxy Statement and have the proxy
card below at hand.
2) Go to Website www.proxyvote.com
3) Follow the instructions provided on the
website.
To Vote by Telephone
1) Read the Proxy Statement and have the proxy
card below at hand.
2) Call 1-800-690-6903
3) Follow the instructions.
To Vote by Mail
1) Read the Proxy Statement.
2) Check the appropriate boxes on the proxy
card below.
3) Sign and date the proxy card.
4) Return the proxy card in the envelope
provided.
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PLEASE DO NOT RETURN THIS PROXY CARD IF YOU
ARE VOTING BY TELEPHONE OR INTERNET
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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THE BOARD OF TRUSTEES RECOMMENDS
A VOTE "FOR" ALL PROPOSALS.
PLACE "X" HERE ONLY IF YOU PLAN TO ATTEND THE MEETING AND VOTE THESE SHARES IN
PERSON
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Vote on Trustees
1. To elect the following nominees as Trustees of the American AAdvantage
Funds (the "Trust"): 1) Quinn, 2) Feld, 3) O'Sullivan, 4) Turner,
5) Youngblood, 6) Bogart, 7) Cline, 8) Massman.
For All Withhold All For All Except
--- --- ---
If withholding authority to vote for one or more nominees, mark "For All
Except" and write the number(s) of the nominee(s) below.
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SEE PROPOSAL NUMBER 4 BELOW.
Vote on Proposals Relating to the Trust
2. To approve changes to or elimination of certain fundamental investment
limitations of the Money Market Fund:
For Against Abstain
2a. Change to limitation on investment in commodities. --- --- ---
2b. Change to limitation on lending securities. --- --- ---
2c. Deletion of limitation on affiliated transactions. --- --- ---
2d. Change to limitation on issuance of senior
securities. --- --- ---
2e. Change to limitation on borrowing. --- --- ---
2f. Change to limitation on concentration of
investments in the banking industry. --- --- ---
3. To approve an amendment to the Declaration of Trust for
the Trust --- --- ---
Vote on Proposals Relating to the AMR Trust
5. To authorize the Trust, on behalf of the Money Market Fund, to vote at a
meeting of the AMR Trust to approve changes to or elimination of certain
fundamental investment limitations of the corresponding Portfolio of the
AMR Trust:
For Against Abstain
5a. Change to limitation on investment in commodities. --- --- ---
5b. Change to limitation on lending securities. --- --- ---
5c. Deletion of limitation on affiliated transactions. --- --- ---
5d. Change to limitation on issuance of senior
securities. --- --- ---
5e. Change to limitation on borrowing. --- --- ---
5f. Change to limitation on concentration of
investments in the banking industry. --- --- ---
6. To authorize the Trust, on behalf of the Money Market
Fund, to vote at a meeting of the AMR Trust to approve
a Conversion Agreement and a related new Declaration
of Trust for the AMR Trust. --- --- ---
*If you wish to withhold your vote from a specific trustee in proposal 4, you
must mail your proxy card. If you wish to vote the same way on all trustees,
telephone and Internet services are available.
*4. To authorize the Trust, on behalf of the Money Market Fund, to vote at
a meeting of the AMR Investment Services Trust (the "AMR Trust") to
elect the following nominees as Trustees of the AMR Trust: 1) Quinn,
2) Feld, 3) O'Sullivan, 4) Turner, 5) Youngblood, 6) Bogart, 7) Cline,
8) Massman.
For All Withhold All For All Except
--- --- ---
If withholding authority to vote for one or more nominees, mark "For All
Except" and write the number(s) of the nominee(s) below.
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Signature (please sign within box) Date
Signature (Joint Owners) Date
COMBINED SPECIAL MEETING OF SHAREHOLDERS
AS OF 6/14/04 TO BE HELD ON 8/11/04.
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF TRUSTEES.
----------------------------------------------
To vote by Internet
1) Read the Proxy Statement and have the proxy
card below at hand.
2) Go to Website www.proxyvote.com
3) Follow the instructions provided on the
website.
To Vote by Telephone
1) Read the Proxy Statement and have the proxy
card below at hand.
2) Call 1-800-690-6903
3) Follow the instructions.
To Vote by Mail
1) Read the Proxy Statement.
2) Check the appropriate boxes on the proxy
card below.
3) Sign and date the proxy card.
4) Return the proxy card in the envelope
provided.
----------------------------------------------
PLEASE DO NOT RETURN THIS PROXY CARD IF YOU
ARE VOTING BY TELEPHONE OR INTERNET
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
- -------------------------------------------------------------------------------
THE BOARD OF TRUSTEES RECOMMENDS
A VOTE "FOR" ALL PROPOSALS.
PLACE "X" HERE ONLY IF YOU PLAN TO ATTEND THE MEETING AND VOTE THESE SHARES IN
PERSON
--
Vote on Trustees
1. To elect the following nominees as Trustees of the American AAdvantage
Funds (the "Trust"): 1) Quinn, 2) Feld, 3) O'Sullivan, 4) Turner,
5) Youngblood, 6) Bogart, 7) Cline, 8) Massman.
For All Withhold All For All Except
--- --- ---
If withholding authority to vote for one or more nominees, mark "For All
Except" and write the number(s) of the nominee(s) below.
- ----------------------
SEE PROPOSAL NUMBER 4 BELOW.
Vote on Proposals Relating to the Trust
2. To approve changes to or elimination of certain fundamental investment
limitations of the Funds:
For Against Abstain
2a. Change to limitation on investment in commodities. --- --- ---
2b. Change to limitation on lending securities. --- --- ---
2c. Deletion of limitation on affiliated transactions. --- --- ---
2d. Change to limitation on issuance of senior
securities. --- --- ---
2e. Change to limitation on borrowing. --- --- ---
3. To approve an amendment to the Declaration of Trust for
the Trust --- --- ---
Vote on Proposals Relating to the AMR Trust
5. To authorize the Trust, on behalf of the Funds, to vote at a meeting of
the AMR Trust to approve changes to or elimination of certain fundamental
investment limitations of the corresponding Portfolio of the AMR Trust:
For Against Abstain
5a. Change to limitation on investment in commodities. --- --- ---
5b. Change to limitation on lending securities. --- --- ---
5c. Deletion of limitation on affiliated transactions. --- --- ---
5d. Change to limitation on issuance of senior
securities. --- --- ---
5e. Change to limitation on borrowing. --- --- ---
6. To authorize the Trust, on behalf of the Funds, to
vote at a meeting of the AMR Trust to approve a
Conversion Agreement and a related new Declaration
of Trust for the AMR Trust. --- --- ---
*If you wish to withhold your vote from a specific trustee in proposal 4, you
must mail your proxy card. If you wish to vote the same way on all trustees,
telephone and Internet services are available.
*4. To authorize the Trust, on behalf of the Funds, to vote at a meeting of
the AMR Investment Services Trust (the "AMR Trust") to elect the
following nominees as Trustees of the AMR Trust: 1) Quinn, 2) Feld,
3) O'Sullivan, 4) Turner, 5) Youngblood, 6) Bogart, 7) Cline, 8) Massman.
For All Withhold All For All Except
--- --- ---
If withholding authority to vote for one or more nominees, mark "For All
Except" and write the number(s) of the nominee(s) below.
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Signature (please sign within box) Date
Signature (Joint Owners) Date