UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number: 811-09018 AMERICAN BEACON MILEAGE FUNDS (Exact name of registrant as specified in charter) 4151 Amon Carter Boulevard, MD 2450 Fort Worth, Texas 76155 (Address of principal executive offices)-(Zip code) William F. Quinn, President 4151 Amon Carter Boulevard, MD 2450 Fort Worth, Texas 76155 (Name and address of agent for service) Registrant's telephone number, including area code: (817) 967-3509 Date of fiscal year end: December 31, 2008 Date of reporting period: July 1, 2007 - June 30, 2008 ITEM 1. PROXY VOTING RECORD. =============================================================================== AMERICAN BEACON MONEY MARKET MILEAGE FUND =============================================================================== The American Beacon Money Market Mileage Fund invests all of its investable assets in the Money Market Portfolio of the American Beacon Master Trust. The proxy voting record of the American Beacon Master Trust for the year ended June 30, 2008 was filed on August 29, 2008 under CIK 0001001641 and 1940 Act File Number 811-09098. SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant): American Beacon Mileage Funds By /s/ William F. Quinn ---------------------- William F. Quinn President Date: August 29, 2008