AMERICAN AADVANTAGE MILEAGE FUND
                              Balanced Mileage Fund
                          Large Cap Value Mileage Fund
                          Small Cap Value Mileage Fund
                        International Equity Mileage Fund
                           S&P 500 Index Mileage Fund
                         Intermediate Bond Mileage Fund
                          Short-Term Bond Mileage Fund

                         Special Meeting of Shareholders

                                January __, 2001

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

         The  undersigned  hereby  appoints as proxies  Barry Y.  Greenberg  and
Christina E. Sears,  each with the power of substitution,  and hereby authorizes
each of them to represent and to vote,  as  designated  on the reverse,  all the
shares of the above referenced funds (the "Mileage Funds") held of record by the
undersigned on December 31, 2001, at the meeting of  shareholders  to be held on
Wednesday,  February 13, 2002, or any adjournment  thereof,  with  discretionary
power to vote upon such other  business as may properly come before the meeting.
UNLESS INDICATED TO THE CONTRARY,  THIS PROXY SHALL BE DEEMED TO GRANT AUTHORITY
TO VOTE "FOR" THE PROPOSAL.

         The  undersigned  hereby  acknowledges  receipt of the proxy  statement
prepared  on  behalf  of the  Board of  Trustees  with  respect  to the  matters
designated on the reverse.

VOTE BY MAIL

         Please  date  and  sign  this  proxy  and  return  it in  the  enclosed
postage-paid envelope to Boston Financial Data Services,  P.O. Box 9261, Boston,
MA 02205-8524.  Please  indicate your vote by placing an "X" in the  appropriate
box on the reverse side. Signature of all joint owners is required.  Fiduciaries
please indicate your full title.

VOTE BY TELEPHONE

         Please  follow the  instructions  on the  reverse to vote your proxy by
telephone.

VOTE BY INTERNET

         Please  follow  the  instructions  on the  reverse  to vote your  proxy
through the Internet.

         If any other  matters  properly come before the meeting about which the
proxy   holders  were  not  aware  prior  to  the  time  of  the   solicitation,
authorization is given the proxy holders to vote in accordance with the views of
management thereon. Management is not aware of any such matters at this time.




(1) To approve the proposed Agreement of Reorganization and Termination  between
the Trust, on behalf of the Mileage Funds, and the American AAdvantage Funds.

Control Number:
                      -----

Record Date Shares:
                      -----

                                    For
                                              -----

                                    Against
                                              -----

                                    Abstain
                                              -----



Please be sure to sign your name(s) exactly as it appears on this Proxy.

- -------------------------------------                   Date     --------
Shareholder sign here

- -------------------------------------
Co-owner sign here


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                      INSTRUCTIONS FOR SIGNING PROXY CARDS

         The  following  general  rules  for  signing  proxy  cards  may  be  of
assistance to you and avoid the time and expense to the Mileage  Funds  involved
in validating your vote if you fail to sign your proxy card properly.

         1.       INDIVIDUAL ACCOUNTS:  Sign your name exactly  as it appears in
                  the registration on the proxy card.

         2.       JOINT  ACCOUNTS:  Either party may  sign, but the  name of the
                  party signing should conform exactly to the  name shown in the
                  registration on the proxy card.

         3.       ALL OTHER  ACCOUNTS:  The capacity of the  individual  signing
                  the proxy card should be  indicated unless it  is reflected in
                  the form of registration.  For example:




                                  Registration                              Valid Signature
                                  ------------                              ---------------
                                                               
     Partnership Accounts

     (1)   The XYZ Partnership.......................             Jane B. Smith, Partner

     (2)   Smith and Jones, Limited Partnership......             Jane B. Smith, General Partner

     Trust Accounts

     (1)   ABC Trust Account.........................             Jane B. Doe, Trustee

     (2)   Jane B. Doe, Trustee u/t/d 12/28/78......              Jane B. Doe

     Custodial or Estate Accounts

     (1)   John B. Smith, Cust. f/b/o

           John B. Smith, Jr.,

           UGMA/UTMA.................................             John B. Smith

     (2)   Estate of John B. Smith...................             John B. Smith, Jr., Executor



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                      INSTRUCTIONS FOR VOTING BY TELEPHONE

         It's fast,  convenient,  and immediate!  Call Toll-Free on a Touch-Tone
Phone.

         Follow these four easy steps:

1.       Read the accompanying Proxy Statement and Proxy Card.

2.       Call  the  toll-free  number   1-877-PRX-VOTE   (1-877-779-8683).   For
shareholders  residing  outside the United  States call  collect on a touch-tone
phone 1-201-536-8073. There is NO CHARGE for this call.

3.       Enter your Control Number located on your Proxy Card.

4.       Follow the recorded instructions.


YOUR VOTE IS IMPORTANT!
Call 1-877-PRX-VOTE anytime!











          DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY TELEPHONE






                       INSTRUCTIONS FOR VOTING BY INTERNET

         It's  fast,  convenient,  and your vote is  immediately  confirmed  and
posted.

         Follow these four easy steps:

1.       Read the accompanying Proxy Statement and Proxy Card.

2.       Go to the website HTTP://WWW.EPROXYVOTE.COM/AADBX

3.       Enter your Control Number located on your Proxy Card.

4.       Follow the instructions provided.


YOUR VOTE IS IMPORTANT!
Go to http://www.eproxyvote.com/aadbx anytime!
      -------------------------------













         DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY THE INTERNET







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