UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                 FORM N-CSRS

   CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES


                 Investment Company Act file number: 811-9098

                         AMERICAN BEACON MASTER TRUST
              (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, 2006

                  Date of reporting period: June 30, 2006


ITEM 1. REPORT TO STOCKHOLDERS.





    G U I D A N C E     |      V I S I O N      |      E X P E R I E N C E



[AMERICAN BEACON FUNDS LOGO]

SEMI-ANNUAL REPORT

[PHOTO]

JUNE 30, 2006

MONEY MARKET FUND

U.S. GOVERNMENT MONEY MARKET FUND

MUNICIPAL MONEY MARKET FUND





About American Beacon Advisors

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

Since 1986, American Beacon Advisors has offered a variety of products and
investment advisory services to numerous institutional and retail clients,
including a variety of mutual funds, corporate cash management, and separate
account management.


Our clients include defined benefit plans, defined contribution plans,
foundations, endowments, corporations, financial planners, and other
institutional investors. With American Beacon Advisors, you can put the
experience of a multi-billion dollar asset management firm to work for your
company.

Contents

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


<Table>
                                             

President's Message...........................    1

Financial Highlights

  Money Market Fund...........................   20

  U.S. Government Money Market Fund...........   22

  Municipal Money Market Fund.................   24

Schedule of Investments

  Money Market Portfolio......................   25

  U.S. Government Money Market Portfolio......   28

  Municipal Money Market Portfolio............   29

Additional Information...................Back Cover
</Table>



Any opinions herein, including forecasts, reflect our judgement as of the end of
the reporting period and are subject to change. Each advisor's strategies and
each Fund's portfolio composition will change depending on economic and market
conditions. This report is not a complete analysis of market conditions and
therefore, should not be relied upon as investment advice. Although economic and
market information has been compiled from reliable sources, American Beacon
Advisors, Inc. makes no representation as to the completeness or accuracy of the
statements contained herein.

American Beacon Funds                                              June 30, 2006



FELLOW SHAREHOLDERS:

Enclosed please find the Semi-Annual Report for the American Beacon Money Market
Funds for the six months ended June 30, 2006. During this time, the Funds
outperformed their respective peer groups.

     The Federal Reserve (the "Fed") raised overnight rates four times during
the period, resulting in a Fed Funds target rate of 5.25% as of June 30, 2006.
In its June statement, the Fed acknowledged that economic growth is moderating
but remained concerned that "the high levels of resource utilization and the
prices of energy and other commodities have the potential to sustain inflation
pressures."

     Despite rising interest rates, the Cash Management Class of the American
Beacon Funds produced strong relative returns for the period. The Money Market
Fund-Cash Management Class returned 2.32% for the six months, outperforming the
Lipper Institutional Money Market Average return of 2.14%. The U.S. Government
Money Market Fund -- Cash Management Class outpaced the Lipper Institutional
U.S. Government Money Market Average with a return of 2.28% versus 2.15% for the
Average. Both Funds surpassed their respective Lipper peer groups over all time
periods.

     Please review the enclosed portfolio listings and detailed financial data.
As always, we welcome the opportunity to serve your financial needs. Should you
have any questions about the enclosed information, please do not hesitate to
contact us at 800-967-9009. You may also access Fund and account information at
www.americanbeaconfunds.com. Thank you for your continued confidence in the
American Beacon Funds.

                                   Sincerely,
                                   /s/ WILLIAM F. QUINN
                                   William F. Quinn
                                   President, American Beacon Funds


(BILL QUINN PICTURE)




                                        1



ECONOMIC OVERVIEW
(UNAUDITED)

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


The U.S. economy expanded at an annual rate of 5.6% in the first quarter of 2006
thanks to strong consumer spending and business investment. However, soaring
gasoline prices and a slowdown in the housing market caused the second quarter
gross domestic product ("GDP") growth to slow to an estimated 2.5%. It also
appeared that the labor market was cooling as payroll gains came in below
consensus, rising 325,000 during the second quarter versus a revised 629,000 in
the first quarter. Despite the slowdown in payroll growth, the unemployment rate
continued to decline during the second quarter, coming in at a low 4.6% for the
month of June. In addition, June average hourly earnings climbed 3.9% from the
prior year, fueling concerns that the low unemployment rate was putting upward
pressure on inflation.

     The Federal Reserve Board raised overnight rates by 25 percentage points at
each of the first four meetings in 2006, resulting in a Fed Funds target rate of
5.25% as of June 30, 2006. In its June statement, the Fed acknowledged that
economic growth was moderating but remained concerned that "the high levels of
resource utilization and the prices of energy and other commodities have the
potential to sustain inflation pressures." They did remove the phrase "some
further policy firming may yet be needed" and stated that the extent and timing
of any additional firming "will depend on the evolution of the outlook for both
inflation and economic growth." The Fed remains data dependent, leaving the door
open for either a pause or another rate hike at their next several meetings.


     As expected, we began to see higher energy and commodity prices being
passed on to the consumer in the form of higher goods prices during the period.
The core Consumer Price Index ("CPI") rose more than forecast in June, up 0.3%
for the month and 2.6% year over year. This was the fourth consecutive month of
core inflation rising 0.3%, which according to Bloomberg, is the longest such
stretch since January to April 1995. Fed chairman Bernanke called the recent
increases in core prices "unwelcome developments" and said central bankers "will
be vigilant" to ensure inflation doesn't become entrenched. As a result, if core
inflation numbers continue to rise in the coming months, the Fed may likely
prolong its tightening cycle. At the end of the second quarter, the Fed Funds
futures market was indicating a chance of another 0.25% rate increase by the end
of the third quarter.

     The yield curve shifted up as the Fed Funds rate rose during the second
quarter 2006. However, the curve continued to invert as yields on the 6-month
Treasury bill ended the quarter at 5.23% versus 5.15% for the 2-year note and
5.14% for the 10-year note.





                                        2



PERFORMANCE OVERVIEW
AMERICAN BEACON MONEY MARKET FUND(SM)
JUNE 30, 2006 (UNAUDITED)

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


     The Money Market Fund maintained the strategy of purchasing 3-month
variable rate securities based on the London Interbank Offered Rate (LIBOR) in
addition to short-dated commercial paper during the period in response to the
rising interest rate environment.

     With the Fed Funds futures market indicating a chance of another 25
percentage point rate increase by the end of the third quarter, the Money Market
Fund continued to keep its weighted-average maturity relatively short. However,
we will continue to monitor economic trends and adjust our weighted-average
maturity accordingly. In addition, we remain conservative on credit risk given
the tight credit spread environment.

     For the six months ended June 30, 2006, the total return of the Cash
Management Class of the American Beacon Money Market Fund was 2.32%. The Fund
outperformed the Lipper Institutional Money Market Average return of 2.14% by 18
percentage points. Lipper Inc. ranked the Cash Management Class of the Fund 19th
among 324 and 14th among 280 Institutional Money Market Funds for the one-year
and three-year periods ended June 30, 2006, respectively(1). The Lipper
Institutional Money Market Average is calculated by taking an arithmetic average
of the returns of the mutual funds in the Lipper Institutional Money Market
Funds category. Lipper is an independent mutual fund research and ranking
service that ranks mutual funds in various categories by making comparative
calculations using total returns.

<Table>
<Caption>

                           CASH MANAGEMENT CLASS TOTAL RETURNS
                          -------------------------------------
                                   AS OF JUNE 30, 2006
                          -------------------------------------
                          1 YEAR  3 YEARS*  5 YEARS*  10 YEARS*
                          ------  --------  --------  ---------

                                          

American Beacon Money
  Market Fund...........   4.21%    2.44%     2.24%      3.92%
Lipper Institutional
  Money Market Fund
  Average...............   3.85%    2.11%     1.96%     3.70%
</Table>


*     Annualized


<Table>
<Caption>

                                 ANNUALIZED TOTAL RETURNS
                                -------------------------
                                     AS OF 6/30/2006
                                -------------------------
                                1 YEAR  5 YEARS  10 YEARS
                                ------  -------  --------

                                        

Cash Management(1,2)..........   4.21%   2.24%     3.92%
Institutional(1)..............   4.09%   2.15%     3.88%
PlanAhead(1)..................   3.82%   1.87%     3.58%
Platinum Class(1).............   3.34%   1.42%     3.14%
</Table>


1     Performance shown is historical and may not be indicative of future
      returns. Investment returns will vary, and shares may be worth more or
      less at redemption than at original purchase. An investment in this Fund
      is neither insured nor guaranteed by the Federal Deposit Insurance
      Corporation or any other government agency. Although the Fund seeks to
      preserve the value of an investment at $1.00 per share it is possible to
      lose money by investing in the Fund. Fund performance in the table above
      does not reflect the deduction of taxes a shareholder would pay on
      distributions or the redemption of shares.

2     Fund performance for the five and ten-year period represents the total
      returns achieved by the Institutional Class from 1/1/96 up to 12/1/01, the
      inception date of the Cash Management Class, and the returns of the Cash
      Management Class since its inception. Expenses of the Cash Management
      Class are lower than those of the Institutional Class. Therefore, total
      returns shown are lower than they would have been had the Cash Management
      Class been in place since 1/1/96.



                                        3



PERFORMANCE OVERVIEW
AMERICAN BEACON MONEY MARKET FUND(SM) -- CONTINUED
JUNE 30, 2006 (UNAUDITED)

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


PORTFOLIO STATISTICS AS OF JUNE 30, 2006

<Table>
<Caption>

                         CASH
                      MANAGEMENT  INSTITUTIONAL  PLANAHEAD  PLATINUM
                         CLASS        CLASS        CLASS      CLASS
                      ----------  -------------  ---------  --------

                                                

7-day Current Yield*      5.06%        5.03%        4.80%      4.22%
7-day Effective
  Yield*                  5.19%        5.15%        4.92%      4.31%
30-day Yield*             4.99%        4.94%        4.66%      4.15%
Weighted Average
  Maturity              36 Days      36 Days      36 Days    36 Days
Moody's Rating              Aaa          N/A          N/A        N/A
S&P Rating                 AAAm          N/A          N/A        N/A
</Table>


*     Annualized. You may call 1-800-388-3344 to obtain the Fund's current seven
      day yield. Yield is a more accurate reflection of the Fund's current
      earnings than total returns.

TOP TEN HOLDINGS AS OF JUNE 30, 2006

<Table>
<Caption>

                                          % OF
                                       NET ASSETS
                                       ----------

                                    

Royal Bank of Scotland                    5.1%
US Bank, NA                               4.2%
ASIF Global Financing                     4.1%
Wells Fargo & Co.                         4.1%
FCAR Owner Trust                          3.9%
American Honda Finance Corp.              3.6%
Citigroup Global Markets Holdings,
  Inc.                                    3.4%
Goldman Sachs Group, Inc.                 3.3%
Barclays US Funding LLC                   3.3%
General Electric Capital Corp.            3.1%
</Table>


ASSET ALLOCATION AS OF JUNE 30, 2006

<Table>
<Caption>

                                          % OF
                                       NET ASSETS
                                       ----------

                                    

Bank CDs, TDs, and Notes                  48.0%
Corporate Notes                           37.0%
Commercial Paper                          11.4%
Funding Agreements                         1.7%
Repurchase Agreements                      1.6%
Net Other Assets                           0.3%
</Table>


FUND EXPENSE EXAMPLE

     As a shareholder of the Fund, you incur two types of costs: (1) transaction
costs and (2) ongoing costs, including management fees, administrative service
fees, and other Fund expenses. The examples below are intended to help you
understand the ongoing cost (in dollars) of investing in the Fund and to compare
these costs with the ongoing costs of investing in other mutual funds.

     The examples are based on an investment of $1,000 invested at the beginning
of the period and held for the entire period from January 1, 2006 through June
30, 2006.

ACTUAL EXPENSES

     The "Actual" lines of the table provide information about actual account
values and actual expenses. You may use the information in this line, together
with the amount you invested, to estimate the expenses that you paid over the
period. Simply divide your account value by $1,000 (for example, an $8,600
account value divided by $1,000 = 8.6), then multiply the result by the number
in the "Actual" line under the heading "Expenses Paid During Period" to estimate
the expenses you paid on your account during this period. Shareholders of the
PlanAhead Class that invest in the Fund through an IRA may be subject to a
custodial IRA fee of $12 that is typically deducted each December. If your
account was subject to a custodial IRA fee during the period, your costs would
have been $12 higher.

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

     The "Hypothetical" lines of the table provide information about
hypothetical account values and hypothetical expenses based on the Fund's actual
expense ratio and an assumed 5% per year rate of return before expenses (not the
Fund's actual return). You may compare the ongoing costs of investing in the
Fund with other funds by contrasting this 5% hypothetical example and the 5%
hypothetical examples that appear in the shareholder reports of the other funds.
The hypothetical account values and expenses may not be used to estimate the
actual ending account balance or expenses you paid for the period. Shareholders
of the PlanAhead Class that invest in the Fund through an IRA may be subject to
a custodial IRA fee of $12 that is typically deducted each December. If your
account was subject to a custodial IRA fee during the period, your costs would
have been $12 higher.


                                        4



PERFORMANCE OVERVIEW
AMERICAN BEACON MONEY MARKET FUND(SM) -- CONTINUED
JUNE 30, 2006 (UNAUDITED)

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


     You should also be aware that the expenses shown in the table highlight
only your ongoing costs and do not reflect any transaction costs charged by the
Fund. Similarly, the expense examples for other funds do not reflect any
transaction costs charged by those funds, such as sales charges (loads),
redemption fees or exchange fees. Therefore, the "Hypothetical" lines of the
table are useful in comparing ongoing costs only and will not help you determine
the relative total costs of owning different funds. If you were subject to any
transaction costs during the period, your costs would have been higher.

<Table>
<Caption>

                          BEGINNING     ENDING     EXPENSES PAID
                           ACCOUNT     ACCOUNT    DURING PERIOD*
                            VALUE       VALUE         1/1/06-
                            1/1/06     6/30/06        6/30/06
                          ---------   ---------   --------------

                                         

CASH MANAGEMENT CLASS
Actual                    $1,000.00   $1,023.16        $0.75
Hypothetical (5% return
  before expenses)        $1,000.00   $1,024.05        $0.75
INSTITUTIONAL CLASS
Actual                    $1,000.00   $1,022.72        $1.15
Hypothetical (5% return
  before expenses)        $1,000.00   $1,023.66        $1.15
PLANAHEAD CLASS
Actual                    $1,000.00   $1,021.29        $2.61
Hypothetical (5% return
  before expenses)        $1,000.00   $1,022.23        $2.61
PLATINUM CLASS
Actual                    $1,000.00   $1,018.92        $4.96
Hypothetical (5% return
  before expenses)        $1,000.00   $1,019.89        $4.95
</Table>


*     Expenses are equal to the Fund's annualized expense ratio for the six-
      month period of 0.15%, 0.23%, 0.52% and 0.99% for the Cash Management,
      Institutional, PlanAhead, and Platinum Classes, respectively, multiplied
      by the average account value over the period, multiplied by the number
      derived by dividing the number of days in the most recent fiscal half-year
      (181) by days in the year (365) to reflect the half-year period.



                                        5



PERFORMANCE OVERVIEW
AMERICAN BEACON U.S. GOVERNMENT MONEY MARKET FUND(SM)
JUNE 30, 2006 (UNAUDITED)

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


     The U.S. Government Money Market Fund maintained the strategy of purchasing
3-month LIBOR-based variable rate securities in addition to short-dated
commercial paper during the period in response to the rising interest rate
environment.

     With the Fed Funds futures market indicating greater than a 50% chance of
another 25 percentage point rate increase at the Fed meeting in August, the U.S.
Government Money Market Fund continued to keep its weighted-average maturity
relatively short. However, we will continue to monitor economic trends and
adjust our duration posture accordingly. In addition, we remain conservative on
credit risk given the tight credit spread environment.

     For the six months ended June 30, 2006, the total return of the Cash
Management Class of the American Beacon U.S. Government Money Market Fund was
2.28%. The Fund outperformed the Lipper Institutional U.S. Government Money
Market Average return of 2.15% by 13 percentage points. Lipper Inc. ranked the
Cash Management Class of the Fund 9th among 140, 11th among 103 and 11th among
61 Institutional U.S. Government Money Market Funds for the one-year, five-year
and ten-year periods ended June 30, 2006, respectively(1). The Lipper
Institutional U.S. Government Money Market Average is calculated by taking an
arithmetic average of the returns of the mutual funds in the Lipper
Institutional U.S. Government Money Market Funds category. Lipper is an
independent mutual fund research and ranking service that ranks mutual funds in
various categories by making comparative calculations using total returns.

<Table>
<Caption>

                           CASH MANAGEMENT CLASS TOTAL RETURNS
                          -------------------------------------
                                   AS OF JUNE 30, 2006
                          -------------------------------------
                          1 YEAR  3 YEARS*  5 YEARS*  10 YEARS*
                          ------  --------  --------  ---------

                                          

American Beacon U.S.
  Government Money
  Market Fund...........   4.14%    2.37%     2.18%      3.81%
Lipper Institutional
  U.S. Government Money
  Market Average........   3.87%    2.11%     1.93%     3.64%
</Table>


*     Annualized

<Table>
<Caption>

                                  ANNUALIZED TOTAL RETURNS
                                ---------------------------
                                      AS OF 6/30/2006
                                ---------------------------
                                1 YEAR   5 YEARS   10 YEARS
                                ------   -------   --------

                                          

Cash Management Class(1,2)...    4.14%    2.18%      3.81%
PlanAhead Class(1)...........    3.67%    1.78%      3.44%
Platinum Class(1)............    3.31%    1.39%      3.02%
</Table>


1     Performance shown is historical and may not be indicative of future
      returns. Investment returns will vary, and share may be worth more or less
      at redemption than at original purchase. An investment in this Fund is
      neither insured nor guaranteed by the Federal Deposit Insurance
      Corporation or any other government agency. Although the Fund seeks to
      preserve the value of an investment at $1.00 per share it is possible to
      lose money by investing in the Fund. Fund performance in the table above
      does not reflect the deduction of taxes a shareholder would pay on
      distributions or the redemption of shares.

2     Prior to December 1, 2001, the Cash Management Class of the Fund was known
      as the Institutional Class.

PORTFOLIO STATISTICS AS OF JUNE 30, 2006

<Table>
<Caption>

                                CASH
                             MANAGEMENT  PLANAHEAD  PLATINUM
                                CLASS      CLASS      CLASS
                             ----------  ---------  --------

                                           

7-day Current Yield*             4.98%      4.52%      4.18%
7-day Effective Yield*           5.10%      4.62%      4.26%
30-day Yield*                    4.90%      4.44%      4.10%
Weighted Average Maturity      11 Days    11 Days    11 Days
Moody's Rating                     Aaa        N/A        N/A
S&P Rating                        AAAm        N/A        N/A
</Table>


*     Annualized. You may call 1-800-388-3344 to obtain the Fund's current seven
      day yield. Yield is a more accurate reflection of the Fund's current
      earnings than total returns.

ASSET ALLOCATION AS OF JUNE 30, 2006

<Table>
<Caption>

                                           % OF
                                        NET ASSETS
                                        ----------

                                     

Repurchase Agreements                      84.7%
Variable Rate Agency                       15.3%
</Table>


FUND EXPENSE EXAMPLE

     As a shareholder of the Fund, you incur two types of costs: (1) transaction
costs and (2) ongoing costs, including management fees, administrative service
fees, and other Fund expenses. The examples below are intended to help you
understand the ongoing cost (in dollars) of investing in the Fund and to compare
these costs with the ongoing costs of investing in other mutual funds.

     The examples are based on an investment of $1,000 invested at the beginning
of the period and


                                        6



PERFORMANCE OVERVIEW
AMERICAN BEACON U.S. GOVERNMENT MONEY MARKET FUND(SM) -- CONTINUED
JUNE 30, 2006 (UNAUDITED)

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


held for the entire period from January 1, 2006 through June 30, 2006.

ACTUAL EXPENSES

     The "Actual" lines of the table provide information about actual account
values and actual expenses. You may use the information in this line, together
with the amount you invested, to estimate the expenses that you paid over the
period. Simply divide your account value by $1,000 (for example, an $8,600
account value divided by $1,000 = 8.6), then multiply the result by the number
in the "Actual" line under the heading "Expenses Paid During Period" to estimate
the expenses you paid on your account during this period. Shareholders of the
PlanAhead Class that invest in the Fund through an IRA may be subject to a
custodial IRA fee of $12 that is typically deducted each December. If your
account was subject to a custodial IRA fee during the period, your costs would
have been $12 higher.

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

     The "Hypothetical" lines of the table provide information about
hypothetical account values and hypothetical expenses based on the Fund's actual
expense ratio and an assumed 5% per year rate of return before expenses (not the
Fund's actual return). You may compare the ongoing costs of investing in the
Fund with other funds by contrasting this 5% hypothetical example and the 5%
hypothetical examples that appear in the shareholder reports of the other funds.
The hypothetical account values and expenses may not be used to estimate the
actual ending account balance or expenses you paid for the period. Shareholders
of the PlanAhead Class that invest in the Fund through an IRA may be subject to
a custodial IRA fee of $12 that is typically deducted each December. If your
account was subject to a custodial IRA fee during the period, your costs would
have been $12 higher.

     You should also be aware that the expenses shown in the table highlight
only your ongoing costs and do not reflect any transaction costs charged by the
Fund. Similarly, the expense examples for other funds do not reflect any
transaction costs charged by those funds, such as sales charges (loads),
redemption fees or exchange fees. Therefore, the "Hypothetical" lines of the
table are useful in comparing ongoing costs only and will not help you determine
the relative total costs of owning different funds. If you were subject to any
transaction costs during the period, your costs would have been higher.

<Table>
<Caption>

                          BEGINNING     ENDING     EXPENSES PAID
                           ACCOUNT     ACCOUNT    DURING PERIOD*
                            VALUE       VALUE         1/1/06-
                            1/1/06     6/30/06        6/30/06
                          ---------   ---------   --------------

                                         


CASH MANAGEMENT CLASS
Actual                    $1,000.00   $1,022.80        $0.95
Hypothetical (5% return
  before expenses)        $1,000.00   $1,023.85        $0.95
PLANAHEAD CLASS
Actual                    $1,000.00   $1,020.48        $3.26
Hypothetical (5% return
  before expenses)        $1,000.00   $1,021.57        $3.26
PLATINUM CLASS
Actual                    $1,000.00   $1,018.77        $4.96
Hypothetical (5% return
  before expenses)        $1,000.00   $1,019.89        $4.96
</Table>


*     Expenses are equal to the Fund's annualized expense ratio for the six-
      month period of 0.19%, 0.65% and 0.99% for the Cash Management, PlanAhead,
      and Platinum Classes, respectively, multiplied by the average account
      value over the period, multiplied by the number derived by dividing the
      number of days in the most recent fiscal half-year (181) by days in the
      year (365) to reflect the half-year period.





                                        7



PERFORMANCE OVERVIEW
AMERICAN BEACON MUNICIPAL MONEY MARKET FUND(SM)
JUNE 30, 2006 (UNAUDITED)

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



     The American Beacon Municipal Money Market Fund maintained a relatively
short average maturity in the first half of 2006. The variable rate demand note
(VRDN) market provided the most attractive investment option throughout the
period. Rates on these securities remained appealing, as short-term interest
rates were increased at seventeen consecutive Fed meetings since June 2004.

     We will continue to focus purchases on attractively priced VRDNs backed by
letters of credit or bond insurance and may buy selective fixed rate instruments
when evidence emerges that the Fed has completed its current tightening cycle.

     For the six months ended June 30, 2006, the total return of the PlanAhead
Class of the American Beacon Municipal Money Market Fund was 1.16%. The Fund
under-performed the Lipper Tax-Exempt Money Market Average return of 1.27%. The
Lipper Tax-Exempt Money Market Average is calculated by taking an arithmetic
average of the returns of the mutual funds in the Lipper Tax-Exempt Money Market
Funds category. Lipper is an independent mutual fund research and ranking
service that ranks mutual funds in various categories by making comparative
calculations using total returns.

<Table>
<Caption>

                              PLANAHEAD CLASS TOTAL RETURNS
                          -------------------------------------
                                   AS OF JUNE 30, 2006
                          -------------------------------------
                          1 YEAR  3 YEARS*  5 YEARS*  10 YEARS*
                          ------  --------  --------  ---------

                                          

American Beacon
  Municipal Money Market
  Fund..................   2.01%    1.01%     1.01%      2.06%
Lipper Tax-Exempt Money
  Mkt Avg...............   2.26%    1.24%     1.15%     2.12%
</Table>


*     Annualized

<Table>
<Caption>

                                  ANNUALIZED TOTAL RETURNS
                                ---------------------------
                                      AS OF 6/30/2006
                                ---------------------------
                                1 YEAR   5 YEARS   10 YEARS
                                ------   -------   --------

                                          

PlanAhead Class(1)...........    2.01%    1.01%      2.06%
Platinum Class(1)............    2.01%    0.85%      1.78%
</Table>


1     Performance shown is historical and may not be indicative of future
      returns. Investment returns will vary, and share may be worth more or less
      at redemption than at original purchase. An investment in this Fund is
      neither insured nor guaranteed by the Federal Deposit Insurance
      Corporation or any other government agency. Although the Fund seeks to
      preserve the value of an investment at $1.00 per share it is possible to
      lose money by investing in the Fund. Fund performance in the table above
      does not reflect the deduction of taxes a shareholder would pay on
      distributions or the redemption of shares.

PORTFOLIO STATISTICS AS OF JUNE 30, 2006

<Table>
<Caption>

                                   PLANAHEAD   PLATINUM
                                     CLASS       CLASS
                                   ---------   --------

                                         

7-day Current Yield*                  3.00%      3.00%
7-day Effective Yield*                3.05%      3.05%
30-day Yield*                         2.73%      2.73%
Weighted Average Maturity            4 Days     4 Days
</Table>


*     Annualized. You may call 1-800-388-3344 to obtain the Fund's current seven
      day yield. Yield is a more accurate reflection of the Fund's current
      earnings than total returns.

TOP TEN HOLDINGS AS OF JUNE 30, 2006

<Table>
<Caption>

                                            % OF
                                         NET ASSETS
                                         ----------

                                      

Alachua County, Florida Housing
  Financial Authority                       5.3%
Village of Richton Park,
  Illinois -- Industrial Development
  Revenue Bonds                             5.2%
Michigan State Housing Development
  Authority                                 5.1%
Ohio Water Development Authority            4.9%
Montgomery County, Maryland Variable
  Rate Housing Revenue Bonds                4.9%
New York State Housing Finance Agency       4.6%
Sweetwater County, Wyoming Pollution
  Control Revenue Refunding Bonds           4.3%
Indiana County Industrial Development
  Authority Refunding Bonds                 4.3%
City of Farmington Pollution Control
  Revenue Bonds                             4.3%
University Athletic Association, Inc.
  Revenue Bonds                             4.1%
</Table>


ASSET ALLOCATION AS OF JUNE 30, 2006

<Table>
<Caption>

                                            % OF
                                         NET ASSETS
                                         ----------

                                      

Municipal Obligations                       98.3%
Other Investments                            1.7%
</Table>


FUND EXPENSE EXAMPLE

     As a shareholder of the Fund, you incur two types of costs: (1) transaction
costs and (2) ongoing costs, including management fees, administrative service
fees, and other Fund expenses. The examples below are intended to help you
understand the ongoing cost (in dollars) of investing in the Fund and to compare
these costs with the ongoing costs of investing in other mutual funds.

     The examples are based on an investment of $1,000 invested at the beginning
of the period and held for the entire period from January 1, 2006 through June
30, 2006.


                                        8



PERFORMANCE OVERVIEW
AMERICAN BEACON MUNICIPAL MONEY MARKET FUND(SM) -- CONTINUED
JUNE 30, 2006 (UNAUDITED)

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


ACTUAL EXPENSES

     The "Actual" lines of the table provide information about actual account
values and actual expenses. You may use the information in this line, together
with the amount you invested, to estimate the expenses that you paid over the
period. Simply divide your account value by $1,000 (for example, an $8,600
account value divided by $1,000 = 8.6), then multiply the result by the number
in the "Actual" line under the heading "Expenses Paid During Period" to estimate
the expenses you paid on your account during this period. Shareholders of the
PlanAhead Class that invest in the Fund through an IRA may be subject to a
custodial IRA fee of $12 that is typically deducted each December. If your
account was subject to a custodial IRA fee during the period, your costs would
have been $12 higher.

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

     The "Hypothetical" lines of the table provide information about
hypothetical account values and hypothetical expenses based on the Fund's actual
expense ratio and an assumed 5% per year rate of return before expenses (not the
Fund's actual return). You may compare the ongoing costs of investing in the
Fund with other funds by contrasting this 5% hypothetical example and the 5%
hypothetical examples that appear in the shareholder reports of the other funds.
The hypothetical account values and expenses may not be used to estimate the
actual ending account balance or expenses you paid for the period. Shareholders
of the PlanAhead Class that invest in the Fund through an IRA may be subject to
a custodial IRA fee of $12 that is typically deducted each December. If your
account was subject to a custodial IRA fee during the period, your costs would
have been $12 higher.

     You should also be aware that the expenses shown in the table highlight
only your ongoing costs and do not reflect any transaction costs charged by the
Fund. Similarly, the expense examples for other funds do not reflect any
transaction costs charged by those funds, such as sales charges (loads),
redemption fees or exchange fees. Therefore, the "Hypothetical" lines of the
table are useful in comparing ongoing costs only and will not help you determine
the relative total costs of owning different funds. If you were subject to any
transaction costs during the period, your costs would have been higher.

<Table>
<Caption>

                          BEGINNING     ENDING     EXPENSES PAID
                           ACCOUNT     ACCOUNT    DURING PERIOD*
                            VALUE       VALUE         1/1/06-
                            1/1/06     6/30/06        6/30/06
                          ---------   ---------   --------------

                                         


PLANAHEAD CLASS
Actual                    $1,000.00   $1,011.61        $4.94
Hypothetical (5% return
  before expenses)        $1,000.00   $1,019.98        $4.96
PLATINUM CLASS
Actual                    $1,000.00   $1,011.61        $4.94
Hypothetical (5% return
  before expenses)        $1,000.00   $1,019.89        $4.96
</Table>


*     Expenses are equal to the Fund's annualized expense ratio for the six-
      month period of 0.99% and 0.99% for the PlanAhead and Platinum Classes,
      respectively, multiplied by the average account value over the period,
      multiplied by the number derived by dividing the number of days in the
      most recent fiscal half-year (181) by days in the year (365) to reflect
      the half-year period.




                                        9



AMERICAN BEACON FUNDS
STATEMENTS OF ASSETS AND LIABILITIES
JUNE 30, 2006 (UNAUDITED) (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

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





<Table>
<Caption>

                                                                        U.S. GOVERNMENT      MUNICIPAL
                                                        MONEY MARKET      MONEY MARKET     MONEY MARKET
                                                        ------------    ---------------    ------------

                                                                                  

ASSETS:
     Investment in Portfolio, at value...............   $    708,616       $   10,188       $    8,248
     Receivable for fund shares sold.................            359               --               --
     Receivable from Manager for expense
       reimbursement (Note 2)........................             25                7                4
     Prepaid expenses................................             35                9               11
                                                        ------------       ----------       ----------
          TOTAL ASSETS...............................        709,035           10,204            8,263
                                                        ------------       ----------       ----------
LIABILITIES:
     Payable for fund shares redeemed................          3,315               --               --
     Dividends payable...............................            260               18               --
     Administrative service and service fees payable
       (Note 2)......................................            111                2                2
     Distribution fees payable (Note 2)..............              9                1                1
     Other liabilities...............................            122               18                8
                                                        ------------       ----------       ----------
          TOTAL LIABILITIES..........................          3,817               39               11
                                                        ------------       ----------       ----------
NET ASSETS...........................................   $    705,218       $   10,165       $    8,252
                                                        ============       ==========       ==========
ANALYSIS OF NET ASSETS:
     Paid-in-capital.................................        705,218           10,165            8,252
                                                        ------------       ----------       ----------
NET ASSETS...........................................   $    705,218       $   10,165       $    8,252
                                                        ============       ==========       ==========
SHARES OUTSTANDING (NO PAR VALUE):
     Cash Management Class...........................    388,533,942        3,001,399              N/A
                                                        ============       ==========       ==========
     Institutional Class.............................     52,893,999              N/A              N/A
                                                        ============       ==========       ==========
     PlanAhead Class.................................    223,284,905        2,145,936        1,166,200
                                                        ============       ==========       ==========
     Platinum Class..................................     40,505,197        5,017,372        7,086,039
                                                        ============       ==========       ==========
NET ASSET VALUE PER SHARE, OFFERING AND REDEMPTION
  PRICE PER SHARE:
     Cash Management Class...........................   $       1.00       $     1.00              N/A
                                                        ============       ==========       ==========
     Institutional Class.............................   $       1.00              N/A              N/A
                                                        ============       ==========       ==========
     PlanAhead Class.................................   $       1.00       $     1.00       $     1.00
                                                        ============       ==========       ==========
     Platinum Class..................................   $       1.00       $     1.00       $     1.00
                                                        ============       ==========       ==========

</Table>



                             See accompanying notes



                                       10



AMERICAN BEACON FUNDS
STATEMENTS OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2006 (UNAUDITED)  (IN THOUSANDS)

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



<Table>
<Caption>

                                                                        U.S. GOVERNMENT      MUNICIPAL
                                                        MONEY MARKET      MONEY MARKET     MONEY MARKET
                                                        ------------    ---------------    ------------

                                                                                  

INVESTMENT INCOME ALLOCATED FROM PORTFOLIO:
     Interest income.................................      $13,896            $394              $76
     Portfolio expenses..............................         (317)            (11)              (3)
                                                           -------            ----              ---
          NET INVESTMENT INCOME ALLOCATED FROM
            PORTFOLIO................................       13,579             383               73
                                                           -------            ----              ---
FUND EXPENSES:
     Administrative service fees (Note 2):
       Cash Management Class.........................          104               3               --
       Institutional Class...........................           23              --               --
       PlanAhead Class...............................          100               1                1
       Platinum Class................................          120              16               11
     Transfer agent fees:
       Cash Management Class.........................           20               3               --
       Institutional Class...........................            7              --               --
       PlanAhead Class...............................           16              --                3
       Platinum Class................................            1               1                2
     Professional fees...............................           12               3                3
     Registration fees and expenses..................           40              29               15
     Distribution fees -- Platinum Class (Note 2)....           46               6                4
     Service Fees -- PlanAhead Class (Note 2)........          249               3                1
     Other expenses..................................           80               6                3
                                                           -------            ----              ---
          TOTAL FUND EXPENSES........................          818              71               43
                                                           -------            ----              ---
LESS WAIVER AND REIMBURSEMENT OF EXPENSES (NOTE 2)...          157              41               24
                                                           -------            ----              ---
          NET FUND EXPENSES..........................          661              30               19
                                                           -------            ----              ---
NET INVESTMENT INCOME................................       12,918             353               54
                                                           -------            ----              ---
REALIZED GAIN ALLOCATED FROM PORTFOLIO:
     Net realized gain on investments................           --              --               --
                                                           -------            ----              ---
          NET GAIN ON INVESTMENTS....................           --              --               --
                                                           -------            ----              ---
NET INCREASE IN NET ASSETS RESULTING FROM
  OPERATIONS.........................................      $12,918            $353              $54
                                                           =======            ====              ===

</Table>



                             See accompanying notes



                                       11



AMERICAN BEACON FUNDS
STATEMENTS OF CHANGES IN NET ASSETS
(IN THOUSANDS)

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



<Table>
<Caption>

                                                                     U.S. GOVERNMENT                   MUNICIPAL
                                       MONEY MARKET                   MONEY MARKET                   MONEY MARKET
                               ----------------------------   ----------------------------   ----------------------------
                                 SIX MONTHS     YEAR ENDED      SIX MONTHS     YEAR ENDED      SIX MONTHS     YEAR ENDED
                                   ENDED       DECEMBER 31,       ENDED       DECEMBER 31,       ENDED       DECEMBER 31,
                               JUNE 30, 2006       2005       JUNE 30, 2006       2005       JUNE 30, 2006       2005
                               -------------   ------------   -------------   ------------   -------------   ------------
                                (UNAUDITED)                    (UNAUDITED)                    (UNAUDITED)

                                                                                           

INCREASE (DECREASE) IN NET
  ASSETS:
OPERATIONS:
     Net investment income...   $    12,918     $    20,577      $    353       $     850       $    54        $     97
     Net realized gain on
       investments...........            --               2            --               1            --              --
                                -----------     -----------      --------       ---------       -------        --------
          NET INCREASE IN NET
            ASSETS RESULTING
            FROM OPERATIONS..        12,918          20,579           353             851            54              97
                                -----------     -----------      --------       ---------       -------        --------

DISTRIBUTIONS TO
  SHAREHOLDERS:
     Net investment income:
       Cash Management
          Class..............        (6,915)        (10,861)         (207)           (619)           --              --
       Institutional Class...        (1,066)         (1,545)           --              --            --              --
       PlanAhead Class.......        (4,238)         (7,158)          (56)           (108)          (13)            (30)
       Platinum Class........          (699)         (1,013)          (90)           (123)          (41)            (67)
     Net realized gain on
       investments:
       Cash Management
          Class..............            --              (1)           --              (1)           --              --
       Institutional Class...            --              --            --              --            --              --
       PlanAhead Class.......            --              (1)           --              --            --              --
       Platinum Class........            --              --            --              --            --              --
                                -----------     -----------      --------       ---------       -------        --------
          DISTRIBUTIONS TO
            SHAREHOLDERS:....       (12,918)        (20,579)         (353)           (851)          (54)            (97)
                                -----------     -----------      --------       ---------       -------        --------

CAPITAL SHARE TRANSACTIONS:
     Proceeds from sales of
       shares................     1,893,383       4,429,630        30,402         144,480        13,056          15,294
     Reinvestment of
       dividends and
       distributions.........        11,409          18,064           109             162            54              97
     Cost of shares
       redeemed..............    (1,713,396)     (4,580,001)      (48,712)       (156,852)       (9,271)        (16,156)
                                -----------     -----------      --------       ---------       -------        --------
          NET INCREASE
            (DECREASE) IN NET
            ASSETS FROM
            CAPITAL SHARE
            TRANSACTIONS.....       191,396        (132,307)      (18,201)        (12,210)        3,839            (765)
                                -----------     -----------      --------       ---------       -------        --------
NET INCREASE (DECREASE) IN
  NET ASSETS.................       191,396        (132,307)      (18,201)        (12,210)        3,839            (765)
NET ASSETS:
     Beginning of period.....       513,822         646,129        28,366          40,576         4,413           5,178
                                -----------     -----------      --------       ---------       -------        --------
     END OF PERIOD...........   $   705,218     $   513,822      $ 10,165       $  28,366       $ 8,252        $  4,413
                                ===========     ===========      ========       =========       =======        ========

</Table>



                             See accompanying notes



                                       12



AMERICAN BEACON FUNDS
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2006 (UNAUDITED)

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


1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

     American Beacon Funds (the "Trust") is organized as a Massachusetts
business trust and is registered under the Investment Company Act of 1940 (the
"Act"), as amended, as a diversified, no-load, open-end management investment
company with separate series. The following series are included in this report:
American Beacon Money Market, American Beacon U.S. Government Money Market and
American Beacon Municipal Money Market Funds (each a "Fund" and collectively,
the "Funds").

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

<Table>
<Caption>

AMERICAN BEACON:                             INVESTS ASSETS IN            AMERICAN BEACON MASTER TRUST:
- ----------------                                                          -----------------------------

                                                            

Money Market Fund                                                 Money Market Portfolio
U.S. Government Money Market Fund                                 U.S. Government Money Market Portfolio
Municipal Money Market Fund                                       Municipal Money Market Portfolio
</Table>


     Each Fund has the same investment objectives as its corresponding American
Beacon Master Trust Portfolio. The value of such investment reflects each Fund's
proportionate interest in the net assets of the corresponding portfolio (7.83%,
4.19% and 23.84% at June 30, 2006 of the American Beacon Master Trust Money
Market, U.S. Government Money Market and Municipal Money Market Portfolios,
respectively) (each a "Portfolio" and collectively the "Portfolios"). The
financial statements of the Portfolios are included elsewhere in this report and
should be read in conjunction with the Funds' financial statements.

     American Beacon Advisors, 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.

  Class Disclosure

     Each Fund has multiple classes of shares designed to meet the needs of
different groups of investors. Please note that not all Funds offer all classes.
The following table sets forth the differences amongst the classes:




CLASS                                      OFFERED TO:                         SERVICE AND DISTRIBUTION FEES:
- -----                                      -----------                         ------------------------------

                                                                                                  

CASH MANAGEMENT CLASS   Investors making an initial investment of $10       Administrative Service Fee --  0.07%
                        million for Money Market and $2 million for U.S.
                        Government Money Market, or investors investing
                        through an intermediary
INSTITUTIONAL CLASS     Investors making an initial investment of $2        Administrative Service Fee --  0.10%
                        million
PLANAHEAD CLASS         General public and investors investing through an   Administrative Service Fee --  0.10%
                        intermediary                                        Service Fee --                 0.25%
PLATINUM CLASS          Investors investing through selected financial      Administrative Service Fee --  0.65%
                        institutions (such as banks and broker-dealers)     Distribution Fee --            0.25%



  Valuation of Investments

     The Funds record their investment in the Portfolios at fair value.
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 (loss) and realized
gain (loss) in the Portfolio each day. All net investment income (loss) and
realized gain (loss) of each Portfolio are allocated pro rata among the

                                       13



AMERICAN BEACON FUNDS
NOTES TO FINANCIAL STATEMENTS -- CONTINUED
JUNE 30, 2006 (UNAUDITED)

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


corresponding Fund and other investors in each Portfolio at the time of such
determination. The Funds generally declare dividends daily from net investment
income and net short-term capital gain, if any, payable monthly.

     Dividends to shareholders are determined in accordance with federal income
tax principles that may treat certain transactions differently than U.S.
generally accepted accounting principles.

  Allocation of Income, Expenses, Gains and Losses

     Income, expenses (other than those attributable to a specific class), gains
and losses are allocated daily to each class of shares based upon the relative
proportion of net assets represented by such class. Operating expenses directly
attributable to a specific class are charged against the operations of that
class.

  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' pro rata allocation of the
Fund's investments and other assets, less liabilities, by the number of class
shares outstanding.

  Use of Estimates

     The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results may differ from those estimated.

  Other

     Under the Trust's organizational documents, its officers and directors are
indemnified against certain liability arising out of the performance of their
duties to the Trust. In the normal course of business, the Trust enters into
contracts that provide indemnification to the other party or parties against
potential costs or liabilities. The Trust's maximum exposure under these
arrangements is dependent on claims that may be made in the future and,
therefore, cannot be estimated. The Trust has had no prior claims or losses
pursuant to any such agreement.

2.  TRANSACTIONS WITH AFFILIATES

  Administrative Services Agreement

     The Manager and the Trust entered into an Administrative Services Agreement
that 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 an annualized fee of
0.10% of the average daily net assets of each of the Institutional, PlanAhead
and Platinum Classes of the Funds.

     The Trust has adopted an Administrative Services Plan with respect to the
Platinum Class of the Funds. As compensation for providing administrative
services, the Manager receives an annualized fee of 0.55% of the average daily
net assets of the Platinum Class of each Fund.

     A separate Administrative Services Plan has been adopted for the Cash
Management Class of the Funds. As compensation for providing administrative
services, the Manager receives an annualized fee of 0.07% of the average daily
net assets of the Cash Management Class of each Fund.



                                       14



AMERICAN BEACON FUNDS
NOTES TO FINANCIAL STATEMENTS -- CONTINUED
JUNE 30, 2006 (UNAUDITED)

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


  Distribution Plan

     The Trust, except for the Platinum Class of the Funds, has adopted a
"defensive" Distribution Plan (the "Plan") in accordance with Rule 12b-1 under
the Act, pursuant to which no fees may be charged to the Funds for distribution
purposes. However, the Plan authorizes the fees received 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.

     A separate Distribution Plan (the "Distribution Plan") has been adopted
pursuant to Rule 12b-1 under the Act for the Platinum Class of the Funds. Under
the Distribution Plan, as compensation for distribution assistance, the Manager
receives an annualized fee of 0.25% of the average daily net assets of the
Platinum class of each 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.

  Service Agreement

     The Manager and the Trust entered into a Service Agreement which obligates
the Manager to oversee additional shareholder servicing of the PlanAhead Class.
As compensation for performing the duties required under the Service Agreement,
the Manager receives 0.25% based on the daily net assets of the PlanAhead Class.

  Reimbursement and Waiver of Expenses

     The Manager contractually agreed to reimburse the Cash Management Class of
each Fund for other expenses through February 28, 2007 to the extent that total
annual fund operating expenses exceed 0.15% and 0.19% for the Money Market and
U.S. Government Money Market Funds, respectively.

     The Manager contractually agreed to reimburse the PlanAhead Class of the
Municipal Money Market Fund for other expenses through February 28, 2007 to the
extent that total annual fund operating expenses exceed 0.99%. In addition, the
Manager voluntarily agreed to reimburse the PlanAhead Class of the U.S.
Government Money Market Fund for other expenses through February 28, 2007 to the
extent that total annual fund operating expenses exceed 0.65%. Beginning June
26, 2006 the Manager voluntarily agreed to reimburse the Institutional Class of
the Money Market Fund for other expenses to the extent annualized operating
expenses exceed 0.18%.

     The Manager contractually agreed to reimburse the Platinum Class of each
Fund for distribution fees and other expenses through February 28, 2007 to the
extent that total annual fund operating expenses exceed 0.99%. During the six
months ended June 30, 2006, the Manager waived or reimbursed expenses as
follows:

<Table>
<Caption>

FUND                                                                             AMOUNT
- ----                                                                             ------

                                                                             

Money Market Fund
  Cash Management Class......................................................   $128,082
  Institutional Class........................................................     12,148
  Platinum Class.............................................................     13,295
U.S. Government Money Market Fund
  Cash Management Class......................................................     21,011
  PlanAhead Class............................................................      5,484
  Platinum Class.............................................................     14,552
Municipal Money Market Fund
  PlanAhead Class............................................................      5,584
  Platinum Class.............................................................     18,274
</Table>


  Expense Reimbursement Plan

     The Funds have adopted an Expense Reimbursement Plan whereby the Manager
may seek recoupment of fees waived or expenses reimbursed for a period of up to
three years. However, recoupment will occur only if the Class'


                                       15



AMERICAN BEACON FUNDS
NOTES TO FINANCIAL STATEMENTS -- CONTINUED
JUNE 30, 2006 (UNAUDITED)

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


average net assets have grown or expenses have declined sufficiently to allow
recoupment without causing its expense ratio to exceed the previously agreed
upon contractual expense limit. The following waived fees or reimbursed expenses
are subject to potential recovery expiring in:

<Table>
<Caption>

                                                                        U.S. GOVERNMENT      MUNICIPAL
YEAR                                                    MONEY MARKET      MONEY MARKET     MONEY MARKET
- ----                                                    ------------    ---------------    ------------

                                                                                  

2006.................................................     $ 83,552          $77,375           $18,920
2007.................................................      140,252           38,411            27,596
2008.................................................      293,487           54,846            29,552
2009.................................................      141,377           41,047            23,858
</Table>


     The Funds have not recorded a liability for this potential reimbursement
due to the current assessment that a reimbursement is unlikely.

  Other

     Certain officers or Trustees of the Trust are also current or former
officers or employees of the Manager or American. The Trust makes no direct
payments to its officers. Mr. Feld and the non-interested Trustees (other than
Mr. O'Sullivan) and their spouses are provided free unlimited air transportation
on American. Retired Trustees and their spouses are provided free transportation
on American, up to a maximum annual value of $40,000. The Trust compensates each
Trustee with payments in an amount equal to the Trustee's income tax on the
value of this free airline travel. Mr. O'Sullivan, as a retiree of American,
already receives flight benefits. This Trustee receives an annual retainer plus
a fee for each Board meeting attended.

3.  FEDERAL INCOME AND EXCISE TAXES

     It is the policy of each of the Funds to comply with the requirements of
Subchapter M of the Internal Revenue Code 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 tax provision is required.

     Net investment income and net realized gains (losses) may differ for
financial statement and tax purposes because of temporary or permanent book-to-
tax differences. To the extent these differences are permanent,
reclassifications are made to the appropriate equity accounts in the period that
the differences arise. Temporary differences are not reflected in the financial
records.

     Dividends are determined in accordance with federal income tax regulations
which may treat certain transactions differently than United States generally
accepted accounting principles. Accordingly, the character of distributions and
composition of net assets for tax purposes may differ from those reflected in
the accompanying financial statements.



                                       16



AMERICAN BEACON FUNDS
NOTES TO FINANCIAL STATEMENTS -- CONTINUED
JUNE 30, 2006 (UNAUDITED)

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


     The tax character of distributions during the six months ended June 30,
2006 and the year ended December 31, 2005 were as follows (in thousands):

<Table>
<Caption>

                                                                                                      MUNICIPAL MONEY
                                        MONEY MARKET               U.S. GOVERNMENT MONEY MARKET           MARKET
                              -------------------------------    --------------------------------    ----------------
                              SIX MONTHS ENDED    YEAR ENDED     SIX MONTHS ENDED     YEAR ENDED     SIX MONTHS ENDED
                                  JUNE 30,       DECEMBER 31,        JUNE 30,        DECEMBER 31,        JUNE 30,
                                    2006             2005              2006              2005              2006
                              ----------------   ------------    ----------------    ------------    ----------------
                                 (UNAUDITED)                        (UNAUDITED)                         (UNAUDITED)

                                                                                      

DISTRIBUTIONS PAID FROM:
ORDINARY INCOME:*
     Cash Management Class..       $ 6,915          $10,862            $207              $620               $--
     Institutional Class....         1,066            1,545              --                --                --
     PlanAhead Class........         4,238            7,159              56               108                --
     Platinum Class.........           699            1,013              90               123                --
TAX-EXEMPT INCOME:
     Cash Management Class..                             --                                --                --
     Institutional Class....                             --                                --                --
     PlanAhead Class........                             --                                --                13
     Platinum Class.........                             --                                --                41
                                   -------          -------            ----              ----               ---
          TOTAL
            DISTRIBUTIONS
            PAID............       $12,918          $20,579            $353              $851               $54
                                   -------          -------            ----              ----               ---

<Caption>

                                MUNICIPAL
                              MONEY MARKET
                              ------------
                               YEAR ENDED
                              DECEMBER 31,
                                  2005
                              ------------

                           

DISTRIBUTIONS PAID FROM:
ORDINARY INCOME:*
     Cash Management Class..       $--
     Institutional Class....        --
     PlanAhead Class........        --
     Platinum Class.........        --
TAX-EXEMPT INCOME:
     Cash Management Class..        --
     Institutional Class....        --
     PlanAhead Class........        30
     Platinum Class.........        67
                                   ---
          TOTAL
            DISTRIBUTIONS
            PAID............       $97
                                   ---

</Table>


- --------

 *     For tax purposes short-term capital gains distributions are considered
       ordinary income distributions.

     As of June 30, 2006 the components of taxable distributable earnings were
the same as book. The cost basis of investments for federal income tax purposes
was also the same as the book basis.

4.  CAPITAL SHARE TRANSACTIONS

     The tables below summarize the activity in capital shares for each class of
the Funds (in thousands). Each share is valued at $1.00:

Six Months Ended June 30, 2006 (Unaudited)

<Table>
<Caption>

                                                 CASH
MONEY MARKET FUND                          MANAGEMENT CLASS    INSTITUTIONAL CLASS    PLANAHEAD CLASS    PLATINUM CLASS
- -----------------                          ----------------    -------------------    ---------------    --------------

                                                                                             

Shares sold.............................       1,416,754              132,369              316,744            27,516
Reinvestment of dividends...............           6,351                  693                3,666               699
Shares redeemed.........................      (1,234,580)            (116,589)            (334,029)          (28,198)
                                              ----------             --------             --------           -------
Net increase (decrease) in shares
  outstanding...........................         188,525               16,473              (13,619)               17
                                              ==========             ========             ========           =======

<Caption>
                                                 CASH
U.S. GOVERNMENT MONEY MARKET FUND          MANAGEMENT CLASS                           PLANAHEAD CLASS    PLATINUM CLASS
- ---------------------------------          ----------------                           ---------------    --------------

                                                                                             
Shares sold.............................          16,539                                     4,794             9,069
Reinvestment of dividends...............              --                                        19                90
Shares redeemed.........................         (36,055)                                   (4,600)           (8,057)
                                              ----------                                  --------           -------
Net increase (decrease) in shares
  outstanding...........................         (19,516)                                      213             1,102
                                              ==========                                  ========           =======

<Caption>
MUNICIPAL MONEY MARKET FUND                                                           PLANAHEAD CLASS    PLATINUM CLASS
- ---------------------------                                                           ---------------    --------------

                                                                                             
Shares sold.............................                                                     1,179            11,877
Reinvestment of dividends...............                                                        13                41
Shares redeemed.........................                                                    (1,672)           (7,599)
                                                                                          --------           -------
Net increase (decrease) in shares
  outstanding...........................                                                      (480)            4,319
                                                                                          ========           =======

</Table>





                                       17



AMERICAN BEACON FUNDS
NOTES TO FINANCIAL STATEMENTS -- CONTINUED
JUNE 30, 2006 (UNAUDITED)

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


Year Ended December 31, 2005

<Table>
<Caption>

                                                 CASH
MONEY MARKET FUND                          MANAGEMENT CLASS    INSTITUTIONAL CLASS    PLANAHEAD CLASS    PLATINUM CLASS
- -----------------                          ----------------    -------------------    ---------------    --------------

                                                                                             

Shares sold.............................       3,192,463              215,369              962,664            59,134
Reinvestment of dividends...............          10,515                  957                5,579             1,013
Shares redeemed.........................      (3,437,555)            (214,050)            (863,779)          (64,617)
                                              ----------             --------             --------           -------
Net increase (decrease) in shares
  outstanding...........................        (234,577)               2,276              104,464            (4,470)
                                              ==========             ========             ========           =======

<Caption>
                                                 CASH
U.S. GOVERNMENT MONEY MARKET FUND          MANAGEMENT CLASS                           PLANAHEAD CLASS    PLATINUM CLASS
- ---------------------------------          ----------------                           ---------------    --------------

                                                                                             
Shares sold.............................          82,100                                    57,385             4,995
Reinvestment of dividends...............              --                                        39               123
Shares redeemed.........................         (88,173)                                  (60,861)           (7,818)
                                              ----------                                  --------           -------
Net decrease in shares outstanding......          (6,073)                                   (3,437)           (2,700)
                                              ==========                                  ========           =======

<Caption>
MUNICIPAL MONEY MARKET FUND                                                           PLANAHEAD CLASS    PLATINUM CLASS
- ---------------------------                                                           ---------------    --------------

                                                                                             
Shares sold.............................                                                     4,267            11,027
Reinvestment of dividends...............                                                        30                67
Shares redeemed.........................                                                    (4,356)          (11,800)
                                                                                          --------           -------
Net decrease in shares outstanding......                                                       (59)             (706)
                                                                                          ========           =======

</Table>





                                       18



(LIGHTHOUSE LOGO)



                      (This page intentionally left blank)




                                       19



AMERICAN BEACON MONEY MARKET FUND
FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)

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



<Table>
<Caption>

                                                                    CASH MANAGEMENT CLASS
                                       ------------------------------------------------------------------------------
                                        SIX MONTHS                                                         ONE MONTH
                                          ENDED                   YEAR ENDED DECEMBER 31,                    ENDED
                                         JUNE 30,      ---------------------------------------------     DECEMBER 31,
                                           2006          2005         2004         2003        2002         2001(B)
                                       -----------     --------     --------     --------     ------     ------------
                                       (UNAUDITED)


                                                                                       

NET ASSET VALUE, BEGINNING OF
  PERIOD.............................    $   1.00      $   1.00     $   1.00     $   1.00     $ 1.00        $  1.00
                                         --------      --------     --------     --------     ------        -------
INCOME FROM INVESTMENT OPERATIONS:
     Net investment income(A)........        0.02          0.03         0.01         0.01       0.02             --(D)
     Net realized gain on
       investments...................          --(D)         --(D)        --(D)        --(D)      --(D)          --(D)
                                         --------      --------     --------     --------     ------        -------
Total income from investment
  operations.........................        0.02          0.03         0.01         0.01       0.02             --
                                         --------      --------     --------     --------     ------        -------
LESS DISTRIBUTIONS:
     Dividends from net investment
       income........................       (0.02)        (0.03)       (0.01)       (0.01)     (0.02)            --(D)
     Distributions from net realized
       gain on investments...........          --(D)         --(D)        --(D)        --(D)      --(D)          --(D)
                                         --------      --------     --------     --------     ------        -------
Total distributions..................       (0.02)        (0.03)       (0.01)       (0.01)     (0.02)            --
                                         --------      --------     --------     --------     ------        -------
NET ASSET VALUE, END OF PERIOD.......    $   1.00      $   1.00     $   1.00     $   1.00     $ 1.00        $  1.00
                                         ========      ========     ========     ========     ======        =======
TOTAL RETURN.........................       2.32%(C)      3.19%        1.30%        1.08%      1.73%          0.19%(C)
                                         ========      ========     ========     ========     ======        =======
RATIOS AND SUPPLEMENTAL DATA:
     Net assets, end of period (in
       thousands)....................    $388,534      $200,010     $434,587     $117,395     $6,641        $15,006
     Ratios to average net assets
       (annualized)(A):
       Expenses, net of waivers......       0.15%         0.15%        0.15%        0.16%      0.19%          0.19%
       Expenses, before waivers......       0.24%         0.23%        0.23%        0.24%      0.22%          0.19%
       Net investment income, net of
          waivers....................       4.67%         3.08%        1.34%        1.03%      1.73%          1.96%
       Net investment income, before
          waivers....................       4.58%         3.00%        1.26%        0.95%      1.70%          1.96%
<Caption>

                                                                   INSTITUTIONAL CLASS
                                       --------------------------------------------------------------------------
                                        SIX MONTHS
                                          ENDED                          YEAR ENDED DECEMBER 31,
                                         JUNE 30,      ----------------------------------------------------------
                                           2006          2005        2004        2003         2002         2001
                                       -----------     -------     -------     --------     --------     --------
                                       (UNAUDITED)


                                                                                       

NET ASSET VALUE, BEGINNING OF
  PERIOD.............................    $  1.00       $  1.00     $  1.00     $   1.00     $   1.00     $   1.00
                                         -------       -------     -------     --------     --------     --------
INCOME FROM INVESTMENT OPERATIONS:
     Net investment income(A)........       0.02          0.03        0.01         0.01         0.02         0.04
     Net realized gain on
       investments...................         --(D)         --(D)       --(D)        --(D)        --(D)        --(D)
                                         -------       -------     -------     --------     --------     --------
Total income from investment
  operations.........................       0.02          0.03        0.01         0.01         0.02         0.04
                                         -------       -------     -------     --------     --------     --------
LESS DISTRIBUTIONS:
     Dividends from net investment
       income........................      (0.02)         0.03)      (0.01)       (0.01)       (0.02)       (0.04)
     Distributions from net realized
       gain on investments...........         --(D)         --(D)       --(D)        --(D)        --(D)        --(D)
                                         -------       -------     -------     --------     --------     --------
Total distributions..................      (0.02)        (0.03)      (0.01)       (0.01)       (0.02)       (0.04)
                                         -------       -------     -------     --------     --------     --------
NET ASSET VALUE, END OF PERIOD.......    $  1.00       $  1.00     $  1.00     $   1.00     $   1.00     $   1.00
                                         =======       =======     =======     ========     ========     ========
TOTAL RETURN.........................      2.27%(C)      3.06%       1.20%        0.97%        1.67%        4.15%
                                         =======       =======     =======     ========     ========     ========
RATIOS AND SUPPLEMENTAL DATA:
     Net assets, end of period (in
       thousands)....................    $52,894       $36,421     $34,146     $159,092     $474,922     $805,843
     Ratios to average net assets
       (annualized)(A):
       Expenses, net of waivers......      0.23%         0.28%       0.24%        0.27%        0.24%        0.25%
       Expenses, before waivers......      0.28%         0.28%       0.24%        0.27%        0.24%        0.25%
       Net investment income, net of
          waivers....................      4.59%         3.07%       1.05%        1.00%        1.68%        4.13%
       Net investment income, before
          waivers....................      4.53%         3.07%       1.05%        1.00%        1.68%        4.13%
</Table>



- --------

(A)   The per share amounts and ratios reflect income and expenses assuming
      inclusion of the Fund's proportionate share of the income and expenses of
      the American Beacon Master Money Market Portfolio.

(B)   The Money Market Fund commenced sales of a fourth class of shares
      designated as "Cash Management Class" on December 1, 2001.

(C)   Not annualized.

(D)   Amount is less than $0.01 per share.


                                       20



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



<Table>
<Caption>

                       PLANAHEAD CLASS                                               PLATINUM CLASS
- -------------------------------------------------------------  ----------------------------------------------------------

 SIX MONTHS                                                     SIX MONTHS
   ENDED                  YEAR ENDED DECEMBER 31,                 ENDED                YEAR ENDED DECEMBER 31,
  JUNE 30,   ------------------------------------------------    JUNE 30,   ---------------------------------------------
    2006       2005      2004      2003      2002      2001        2006       2005     2004     2003     2002      2001
- -----------  --------  --------  --------  --------  --------  -----------  -------  -------  -------  --------  --------
(UNAUDITED)                                                    (UNAUDITED)


                                                                                



  $   1.00   $   1.00  $   1.00  $   1.00  $   1.00  $   1.00    $  1.00    $  1.00  $  1.00  $  1.00  $   1.00  $   1.00
  --------   --------  --------  --------  --------  --------    -------    -------  -------  -------  --------  --------




      0.02       0.03      0.01      0.01      0.01      0.04       0.02       0.02       --(D)    --(D)   0.01      0.03

        --(D)      --(D)     --(D)     --(D)     --(D)     --(D)      --(D)      --(D)    --(D)    --(D)     --(D)     --(D)
  --------   --------  --------  --------  --------  --------    -------    -------  -------  -------  --------  --------


      0.02       0.03      0.01      0.01      0.01      0.04       0.02       0.02       --       --      0.01      0.03
  --------   --------  --------  --------  --------  --------    -------    -------  -------  -------  --------  --------



     (0.02)     (0.03)    (0.01)    (0.01)    (0.01)    (0.04)     (0.02)     (0.02)      --(D)    --(D)  (0.01)    (0.03)


        --(D)      --(D)     --(D)     --(D)     --(D)     --(D)      --(D)      --(D)    --(D)    --(D)     --(D)     --(D)
  --------   --------  --------  --------  --------  --------    -------    -------  -------  -------  --------  --------
     (0.02)     (0.03)    (0.01)    (0.01)    (0.01)    (0.04)     (0.02)     (0.02)      --       --     (0.01)    (0.03)
  --------   --------  --------  --------  --------  --------    -------    -------  -------  -------  --------  --------

  $   1.00   $   1.00  $   1.00  $   1.00  $   1.00  $   1.00    $  1.00    $  1.00  $  1.00  $  1.00  $   1.00  $   1.00
  ========   ========  ========  ========  ========  ========    =======    =======  =======  =======  ========  ========
     2.13%(C)   2.82%     0.93%     0.70%     1.37%     3.83%      1.89%(C)   2.33%    0.46%    0.25%     0.98%     3.45%
  ========   ========  ========  ========  ========  ========    =======    =======  =======  =======  ========  ========




  $223,285   $236,903  $132,438  $126,972  $155,535  $163,825    $40,505    $40,488  $44,958  $48,920  $913,240  $868,395




     0.52%      0.51%     0.51%     0.54%     0.54%     0.55%      0.99%      0.99%    0.99%    0.96%     0.93%     0.93%

     0.52%      0.51%     0.51%     0.54%     0.54%     0.55%      1.06%      1.06%    1.06%    1.09%     0.94%     0.93%


     4.25%      2.83%     0.94%     0.71%     1.36%     3.83%      3.78%      2.27%    0.43%    0.38%     0.97%     3.36%


     4.25%      2.83%     0.94%     0.71%     1.36%     3.83%      3.70%      2.20%    0.36%    0.25%     0.96%     3.36%
</Table>





                                       21



AMERICAN BEACON U.S. GOVERNMENT MONEY MARKET FUND
FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)

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



<Table>
<Caption>

                                                                           CASH MANAGEMENT CLASS
                                                         ---------------------------------------------------------
                                                          SIX MONTHS
                                                            ENDED                YEAR ENDED DECEMBER 31,
                                                           JUNE 30,    -------------------------------------------
                                                             2006        2005     2004     2003     2002   2001(B)
                                                         -----------   -------  -------  -------  -------  -------
                                                         (UNAUDITED)

                                                                                         

NET ASSET VALUE, BEGINNING OF PERIOD..................      $ 1.00     $  1.00  $  1.00  $  1.00  $  1.00  $  1.00
                                                            ------     -------  -------  -------  -------  -------
INCOME FROM INVESTMENT OPERATIONS:
     Net investment income(A).........................        0.02        0.03     0.01     0.01     0.02     0.04
     Net realized gain on investments.................          --(C)       --(C)    --(C)    --(C)    --(C)    --(C)
                                                            ------     -------  -------  -------  -------  -------
Total income from investment operations...............        0.02        0.03     0.01     0.01     0.02     0.04
                                                            ------     -------  -------  -------  -------  -------
LESS DISTRIBUTIONS:
     Dividends from net investment income.............       (0.02)      (0.03)   (0.01)   (0.01)   (0.02)   (0.04)
     Distributions from net realized gain on
       investments....................................          --(C)       --(C)    --(C)    --(C)    --(C)    --(C)
                                                            ------     -------  -------  -------  -------  -------
Total distributions...................................       (0.02)      (0.03)   (0.01)   (0.01)   (0.02)   (0.04)
                                                            ------     -------  -------  -------  -------  -------
NET ASSET VALUE, END OF PERIOD........................      $ 1.00     $  1.00  $  1.00  $  1.00  $  1.00  $  1.00
                                                            ======     =======  =======  =======  =======  =======
TOTAL RETURN..........................................       2.28%(D)    3.12%    1.22%    1.04%    1.67%    4.09%
                                                            ======     =======  =======  =======  =======  =======
RATIOS AND SUPPLEMENTAL DATA:
     Net assets, end of period (in thousands).........      $3,002     $22,518  $28,591  $22,060  $38,310  $66,302
     Ratios to average net assets (annualized)(A):
       Expenses, net of waivers.......................       0.19%       0.19%    0.19%    0.19%    0.19%    0.25%
       Expenses, before waivers.......................       0.64%       0.38%    0.29%    0.37%    0.23%    0.25%
       Net investment income, net of waivers..........       4.38%       2.99%    1.21%    1.04%    1.69%    3.74%
       Net investment income, before waivers..........       3.93%       2.80%    1.11%    0.86%    1.65%    3.74%
</Table>



- --------

(A)   The per share amounts and ratios reflect income and expenses assuming
      inclusion of the Fund's proportionate share of the income and expenses of
      the American Beacon Master U.S. Government Money Market Portfolio.

(B)   Prior to December 1, 2001, the Cash Management Class of the American
      Beacon U.S. Government Money Market Fund was known as the Institutional
      Class of the American Beacon U.S. Government Money Market Fund. The
      Institutional Class had a higher expense structure than the Cash
      Management Class.

(C)   Amount is less than $0.01 per share.

(D)   Not annualized.


                                       22



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



<Table>
<Caption>

                    PLANAHEAD CLASS                                           PLATINUM CLASS
- -------------------------------------------------------  -------------------------------------------------------
 SIX MONTHS                                               SIX MONTHS
   ENDED               YEAR ENDED DECEMBER 31,              ENDED               YEAR ENDED DECEMBER 31,
  JUNE 30,   ------------------------------------------    JUNE 30,   ------------------------------------------
    2006      2005    2004     2003     2002      2001       2006      2005    2004    2003     2002      2001
- -----------  ------  ------  -------  --------  -------  -----------  ------  ------  ------  --------  --------
(UNAUDITED)                                              (unaudited)

                                                                       

   $ 1.00    $ 1.00  $ 1.00  $  1.00  $   1.00  $  1.00     $ 1.00    $ 1.00  $ 1.00  $ 1.00  $   1.00  $   1.00
   ------    ------  ------  -------  --------  -------     ------    ------  ------  ------  --------  --------

     0.02      0.03      --(C)  0.01      0.01     0.04       0.02      0.02      --(C)   --(C)   0.01      0.03
       --(C)     --(C)   --(C)    --(C)     --(C)    --(C)      --(C)     --(C)   --(C)   --(C)     --(C)     --(C)
   ------    ------  ------  -------  --------  -------     ------    ------  ------  ------  --------  --------
     0.02      0.03      --     0.01      0.01     0.04       0.02      0.02      --      --      0.01      0.03
   ------    ------  ------  -------  --------  -------     ------    ------  ------  ------  --------  --------

    (0.02)    (0.03)     --(C) (0.01)    (0.01)   (0.04)     (0.02)    (0.02)     --(C)   --(C)  (0.01)    (0.03)
       --(C)     --(C)   --(C)    --(C)     --(C)    --(C)      --(C)     --(C)   --(C)   --(C)     --(C)     --(C)
   ------    ------  ------  -------  --------  -------     ------    ------  ------  ------  --------  --------
    (0.02)    (0.03)     --    (0.01)    (0.01)   (0.04)     (0.02)    (0.02)     --      --     (0.01)    (0.03)
   ------    ------  ------  -------  --------  -------     ------    ------  ------  ------  --------  --------
   $ 1.00    $ 1.00  $ 1.00  $  1.00  $   1.00  $  1.00     $ 1.00    $ 1.00  $ 1.00  $ 1.00  $   1.00  $   1.00
   ======    ======  ======  =======  ========  =======     ======    ======  ======  ======  ========  ========
    2.05%(D)  2.71%   0.85%    0.61%     1.30%    3.79%      1.88%(D)  2.30%   0.42%   0.24%     0.90%     3.37%
   ======    ======  ======  =======  ========  =======     ======    ======  ======  ======  ========  ========

   $2,146    $1,933  $5,370  $26,785  $175,115  $78,934     $5,017    $3,915  $6,615  $6,752  $119,833  $112,670

    0.65%     0.58%   0.56%    0.58%     0.55%    0.55%      0.99%     0.99%   0.98%   1.00%     0.95%     0.95%
    1.05%     0.61%   0.57%    0.62%     0.55%    0.55%      1.59%     1.25%   1.15%   1.20%     0.98%     0.95%
    4.08%     2.47%   0.68%    0.72%     1.25%    3.59%      3.73%     2.19%   0.40%   0.31%     0.88%     3.20%
    3.69%     2.44%   0.67%    0.68%     1.25%    3.59%      3.12%     1.93%   0.23%   0.11%     0.85%     3.20%
</Table>





                                       23



AMERICAN BEACON MUNICIPAL MONEY MARKET FUND
FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)

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



<Table>
<Caption>

                                                 PLANAHEAD CLASS                                  PLATINUM CLASS
                              -----------------------------------------------------  ---------------------------------------
                                SIX MONTHS           YEAR ENDED DECEMBER 31,           SIX MONTHS    YEAR ENDED DECEMBER 31,
                                  ENDED      --------------------------------------      ENDED      ------------------------
                              JUNE 30, 2006   2005    2004    2003    2002    2001   JUNE 30, 2006   2005     2004     2003
                              -------------  ------  ------  ------  ------  ------  -------------  ------  -------  -------
                               (UNAUDITED)                                            (UNAUDITED)

                                                                                       

NET ASSET VALUE, BEGINNING
  OF PERIOD................       $ 1.00     $ 1.00  $ 1.00  $ 1.00  $ 1.00  $ 1.00      $ 1.00     $ 1.00  $  1.00  $  1.00
                                  ------     ------  ------  ------  ------  ------      ------     ------  -------  -------
     Net investment
       income(A)...........         0.01       0.02      --(B)   --(B) 0.01    0.02        0.01       0.02       --(B)    --(B)
     Less dividends from
       net investment
       income..............        (0.01)     (0.02)     --(B)   --(B)(0.01)  (0.02)      (0.01)     (0.02)      --(B)    --(B)
                                  ------     ------  ------  ------  ------  ------      ------     ------  -------  -------
NET ASSET VALUE, END OF
  PERIOD...................       $ 1.00     $ 1.00  $ 1.00  $ 1.00  $ 1.00  $ 1.00      $ 1.00     $ 1.00  $  1.00  $  1.00
                                  ======     ======  ======  ======  ======  ======      ======     ======  =======  =======
TOTAL RETURN...............        1.16%(C)   1.49%   0.31%   0.32%   0.93%   2.25%       1.16%(C)   1.49%    0.31%    0.20%
                                  ======     ======  ======  ======  ======  ======      ======     ======  =======  =======
RATIOS AND SUPPLEMENTAL
  DATA:
     Net assets, end of
       period (in
       thousands):.........       $1,166     $1,647  $1,706  $3,072  $7,346  $3,669      $7,086     $2,766  $ 3,472  $ 3,271
     Ratios to average net
       assets
       (annualized)(A):
       Expenses, net of
          waivers..........        0.99%      0.98%   0.94%   0.81%   0.57%   0.58%       0.99%      0.99%    0.97%    1.01%
       Expenses, before
          waivers..........        1.99%      1.22%   1.04%   0.93%   0.57%   0.58%       2.05%      1.55%    1.58%    1.35%
       Net investment
          income, net of
          waivers..........        2.30%      1.52%   0.24%   0.36%   0.94%   2.30%       2.39%      1.51%    0.29%    0.21%
       Net investment
          income (loss),
          before waivers...        1.29%      1.28%   0.14%   0.24%   0.94%   2.30%       1.32%      0.95%   (0.32%)  (0.13%)
<Caption>

                               PLATINUM CLASS
                              ----------------
                                 YEAR ENDED
                                DECEMBER 31,
                              ----------------
                                2002     2001
                              -------  -------

                                 

NET ASSET VALUE, BEGINNING
  OF PERIOD................   $  1.00  $  1.00
                              -------  -------
     Net investment
       income(A)...........        --(B)  0.02
     Less dividends from
       net investment
       income..............        --(B)  0.02
                              -------  -------
NET ASSET VALUE, END OF
  PERIOD...................   $  1.00  $  1.00
                              =======  =======
TOTAL RETURN...............     0.51%    1.82%
                              =======  =======
RATIOS AND SUPPLEMENTAL
  DATA:
     Net assets, end of
       period (in
       thousands):.........   $71,132  $59,427
     Ratios to average net
       assets
       (annualized)(A):
       Expenses, net of
          waivers..........     0.99%    1.00%
       Expenses, before
          waivers..........     1.01%    1.00%
       Net investment
          income, net of
          waivers..........     0.52%    1.87%
       Net investment
          income (loss),
          before waivers...     0.50%    1.87%
</Table>



- --------

(A)  The per share amounts and ratios reflect income and expenses assuming
     inclusion of the Fund's proportionate share of the income and expenses of
     the American Beacon Master Municipal Money Market Portfolio.

(B)   Amount is less than $0.01 per share.

(C)   Not annualized.


                                       24





AMERICAN BEACON MONEY MARKET FUND
SCHEDULE OF INVESTMENTS
June 30, 2006 (Unaudited)


<Table>
<Caption>
                                                                                              PAR
                                                                                             AMOUNT            VALUE
                                                                                          ------------     ------------
                                                                                             (DOLLARS IN THOUSANDS)
                                                                                                     
FUNDING AGREEMENTS - 1.66%
                                                                                                           ------------
  Metropolitan Life Insurance Co., 5.281%, Due 3/1/2007 .............................     $    150,000     $    150,000
                                                                                                           ------------
MEDIUM-TERM NOTES - 33.72%
 ABN Amro Bank NV, 5.222%, Due 5/11/2007 ++ .........................................           18,200           18,214
  American Honda Finance Corp.,
    5.198%, Due 7/11/2006 ++# .......................................................           37,100           37,102
    5.34%, Due 8/15/2006 ++# ........................................................           10,000           10,002
    5.053%, Due 10/10/2006 ++# ......................................................           30,000           30,003
    5.068%, Due 10/18/2006 ++# ......................................................           47,000           47,000
    5.12%, Due 11/7/2006 ++# ........................................................           55,000           55,000
    5.26%, Due 12/12/2006 ++# .......................................................           63,000           62,997
    5.208%, Due 1/16/2007 ++# .......................................................           25,000           25,021
    5.068%, Due 1/26/2007 ++# .......................................................           50,000           49,999
    5.319%, Due 2/20/2007 ++# .......................................................           10,000           10,009
  ASIF Global Financing,
    5.172%, Due 8/11/2006 ++# .......................................................          135,000          135,004
    5.38%, Due 12/11/2006 ++# .......................................................           30,000           30,013
    5.194%, Due 2/23/2007 ++# .......................................................          209,250          209,260
  Bank of America Corp., 5.481%, Due 9/1/2006 ++ ....................................            9,500            9,504
  Bank One Corp., 5.284%, Due 8/11/2006 ++ ..........................................           30,000           30,005
  Citigroup Global Markets Holdings, Inc.,
    5.225%, Due 7/25/2006 ++ ........................................................          129,750          129,763
    5.41%, Due 12/12/2006 ++ ........................................................           28,933           28,950
    5.411%, Due 3/16/2007 ++ ........................................................          149,300          149,405
  Credit Suisse First Boston USA, Inc.,
    5.67%, Due 2/15/2007 ++ .........................................................           21,904           21,974
    5.10%, Due 4/5/2007 ++ ..........................................................          215,443          215,620
  General Electric Capital Corp.,
    5.373%, Due 3/9/2007 ++ .........................................................           32,500           32,530
    5.497%, Due 6/22/2007 ++ ........................................................           68,268           68,334
    5.352%, Due 8/17/2007 ++ ........................................................          180,000          180,000
  Goldman Sachs Group, Inc.,
    5.28%, Due 10/27/2006 ++ ........................................................           50,000           50,028
    5.599%, Due 3/30/2007 ++ ........................................................           34,000           34,026
  HBOS Treasury Services Plc, 5.214%, Due 8/28/2006 ++# .............................           40,000           40,003
  HSBC Finance Corp.,
    5.16%, Due 10/27/2006 ++ ........................................................           40,000           40,008
    5.26%, Due 2/28/2007 ++ .........................................................           23,500           23,510
  JP Morgan Chase & Co., 5.43%, Due 12/12/2006 ++ ...................................           24,500           24,517
  Merrill Lynch & Company, Inc.,
    5.137%, Due 10/19/2006 ++ .......................................................          153,000          153,029
    5.28%, Due 10/27/2006 ++ ........................................................           48,100           48,127
  Metropolitan Life Global Funding I, 5.37%, Due 8/28/2006 ++# ......................           32,620           32,628
  Monumental Global Funding II, 5.49%, Due 12/27/2006 ++# ...........................           40,000           40,005
  Morgan Stanley, 5.226%, Due 11/9/2006 ++ ..........................................           40,000           40,011
</Table>


                             See accompanying notes


                                       25



AMERICAN BEACON MONEY MARKET FUND
SCHEDULE OF INVESTMENTS - CONTINUED
June 30, 2006 (Unaudited)


<Table>
<Caption>
                                                                                              PAR
                                                                                             AMOUNT           VALUE
                                                                                          ------------     ------------
                                                                                             (DOLLARS IN THOUSANDS)
                                                                                                     
  PACCAR Financial Corp.,
    5.334%, Due 9/20/2006 ++ ........................................................     $     33,000     $     32,995
    5.191%, Due 12/4/2006 ++ ........................................................          125,000          124,973
  Toyota Motor Credit Corp.,
    5.038%, Due 7/14/2006 ++ ........................................................          175,000          175,001
    5.274%, Due 9/15/2006 ++ ........................................................           84,200           84,201
  Wachovia Corp., 5.22%, Due 2/6/2007 ++ ............................................          153,925          154,007
  Wells Fargo & Co.,
    5.419%, Due 9/15/2006 ++ ........................................................           42,975           42,986
    5.509%, Due 3/23/2007 ++ ........................................................          174,100          174,230
    5.189%, Due 7/17/2007 ++# .......................................................          150,000          150,000
                                                                                                           ------------
  TOTAL MEDIUM-TERM NOTES ...........................................................                         3,049,994
                                                                                                           ------------

PROMISSORY NOTES - 3.32%
                                                                                                           ------------
  Goldman Sachs Group, Inc., 5.226%, Due 8/9/2006 ++# ...............................          300,000          300,000
                                                                                                           ------------
CERTIFICATES OF DEPOSIT AND BANK NOTES - 24.55%
  BB&T Corp., 5.038%, Due 1/24/2007 ++ ..............................................          150,000          149,998
  Credit Suisse, 5.28%, Due 6/12/2007 ++ ............................................          150,000          150,000
  Fifth Third Bancorp, 5.06%, Due 8/3/2006 ++ .......................................           35,000           34,999
  HSBC Bank USA, 5.339%, Due 12/14/2006 ++ ..........................................          268,700          268,757
  JP Morgan Chase Bank, NA, 5.095%, Due 1/12/2007 ++ ................................           63,000           63,024
  Royal Bank of Canada,
    5.367%, Due 12/22/2006 ..........................................................           30,000           29,993
    5.065%, Due 1/12/2007 ...........................................................           10,000           10,002
  Royal Bank of Scotland Plc,
    5.269%, Due 11/21/2006 ++# ......................................................          150,000          150,000
    5.218%, Due 11/24/2006 ++# ......................................................           30,200           30,205
    5.499%, Due 3/30/2007 ++# .......................................................          278,000          278,051
  SouthTrust Bank, 5.456%, Due 3/19/2007 ++ .........................................           46,000           46,029
  State Street Bank & Trust Co.,
    5.299%, Due 12/15/2006 ++ .......................................................           16,950           16,949
    5.02%, Due 1/16/2007 ++ .........................................................           59,500           59,505
  SunTrust Banks, Inc., 5.231%, Due 5/17/2007 ++ ....................................          167,000          167,109
  US Bank, NA,
    5.126%, Due 7/28/2006 ++ ........................................................          135,845          135,848
    5.06%, Due 1/25/2007 ++ .........................................................          190,000          190,004
    5.341%, Due 3/16/2007 ++ ........................................................           50,000           50,014
  Wachovia Bank, NA,
    5.221%, Due 12/4/2006 ++ ........................................................           27,000           27,000
    5.459%, Due 3/30/2007 ++ ........................................................          200,000          199,998
  World Savings Bank FSB, 5.291%, Due 6/1/2007 ++ ...................................          162,460          162,571
                                                                                                           ------------
  TOTAL CERTIFICATES OF DEPOSIT AND BANK NOTES ......................................                         2,220,056
                                                                                                           ------------

COMMERCIAL PAPER - 11.36%
  Barclays US Funding LLC, 5.135%, Due 8/22/2006 ....................................          300,000          297,775
  FCAR Owner Trust,
    Series II, 5.30%, Due 8/4/2006 ..................................................          100,000           99,499
</Table>


                             See accompanying notes


                                       26



AMERICAN BEACON MONEY MARKET FUND
SCHEDULE OF INVESTMENTS - CONTINUED
June 30, 2006 (Unaudited)


<Table>
<Caption>
                                                                                              PAR
                                                                                             AMOUNT           VALUE
                                                                                          ------------     ------------
                                                                                              (DOLLARS IN THOUSANDS)
                                                                                                     
    Series I, 5.31%, Due 8/4/2006 ...................................................     $    250,000     $    248,746
  HSBC Finance Corp., 5.31%, Due 8/4/2006 ...........................................          100,000           99,499
  Long Lane Master Trust IV, 5.32%, Due 7/28/2006 # .................................          200,000          199,202
  Stanfield Victoria,
    5.05%, Due 7/20/2006 # ..........................................................           26,000           25,931
    5.07%, Due 7/31/2006 # ..........................................................           57,000           56,759
                                                                                                           ------------
  TOTAL COMMERCIAL PAPER ............................................................                         1,027,411
                                                                                                           ------------

TIME DEPOSITS - 23.49%
  Allied Irish Banks Plc, 5.28%, Due 7/3/2006 .......................................          400,000          400,000
  BNP Paribas, 5.28%, Due 7/3/2006 ..................................................          425,000          425,000
  Deutsche Bank AG, 5.313%, Due 7/3/2006 ............................................          250,000          250,000
  Fifth Third Bank, 5.25%, Due 7/3/2006 .............................................          200,000          200,000
  Lloyds TSB Bank Plc, 5.31%, Due 7/3/2006 ..........................................          425,000          425,000
  Societe Generale, 5.29%, Due 7/3/2006 .............................................          425,000          425,000
                                                                                                           ------------
  TOTAL TIME DEPOSITS ...............................................................                         2,125,000
                                                                                                           ------------

REPURCHASE AGREEMENTS - 1.56%
                                                                                                           ------------
  Goldman Sachs, 5.28%, Due 7/3/2006 (Collateral held at the Bank of New York for
   Goldman Sachs, FNMA, 5.00% - 7.50%, Due 10/1/2025 - 6/1/2036,
   Total Value - $143,148.) .........................................................          141,015          141,015
                                                                                                           ------------

TOTAL INVESTMENTS - 99.66% (COST $9,013,476) ........................................                      $  9,013,476
OTHER ASSETS, NET OF LIABILITIES - 0.34% ............................................                            31,139
                                                                                                           ------------
TOTAL NET ASSETS - 100.00% ..........................................................                      $  9,044,615
                                                                                                           ============
</Table>


     Percentages are stated as a percent of net assets.

     Based on cost of investments of $9,013,476 for federal income tax purposes
     at June 30, 2006, there was no unrealized appreciation or depreciation of
     investments.

++   The coupon rate shown on floating or adjustable rate securities represents
     the rate at period end. The due date on these types of securities reflects
     the final maturity date.

#    Security exempt from registration under Rule 144A of the Securities Act of
     1933. These securities may be resold in transactions exempt from
     registration, normally to qualified institutional buyers. At the period
     end, the value of these securities amounted to $2,004,194 or 22.16% of net
     assets.


                             See accompanying notes


                                       27



AMERICAN BEACON U.S. GOVERNMENT MONEY MARKET FUND
SCHEDULE OF INVESTMENTS
June 30, 2006 (Unaudited)


<Table>
<Caption>
                                                                                              PAR
                                                                                             AMOUNT           VALUE
                                                                                          ------------     ------------
                                                                                              (DOLLARS IN THOUSANDS)
                                                                                                     
U.S. AGENCY OBLIGATIONS - 12.33%
FEDERAL HOME LOAN BANK - 4.11%
                                                                                                           ------------
    4.86%, Due 4/4/2007 ++ ..........................................................     $     10,000     $      9,997
                                                                                                           ------------

FEDERAL HOME LOAN MORTGAGE CORPORATION - 4.11%
                                                                                                           ------------
    5.35%, Due 12/27/2006 ++ ........................................................           10,000            9,997
                                                                                                           ------------

FEDERAL NATIONAL MORTGAGE ASSOCIATION - 4.11%
                                                                                                           ------------
    5.307%, Due 12/22/2006 ++ .......................................................           10,000            9,997
                                                                                                           ------------
  TOTAL U.S. AGENCY OBLIGATIONS .....................................................                            29,991
                                                                                                           ------------

U.S. TREASURY OBLIGATIONS - 2.93%
FEDERAL HOME LOAN MORTGAGE CORPORATION - 2.58%
    Discount Note, Due 8/1/2006 .....................................................            2,305            2,295
    Discount Note, Due 8/4/2006 .....................................................            4,000            3,981
                                                                                                           ------------
                                                                                                                  6,276
                                                                                                           ------------
FEDERAL NATIONAL MORTGAGE ASSOCIATION - 0.35%
                                                                                                           ------------
    Discount Note, Due 10/25/2006 ...................................................              850              836
                                                                                                           ------------
  TOTAL U.S. TREASURY OBLIGATIONS ...................................................                             7,112
                                                                                                           ------------

REPURCHASE AGREEMENTS - 84.69%
  Banc of America Securities, LLC, 5.313%, Due 7/3/2006 (Collateral held at the
   Bank of New York for Banc of America Securities, LLC, FNMA, 5.00%,
   Due 3/1/2035, Total Value - $86,328.) ............................................           85,000           85,000

  Barclays Capital, Inc., 5.25%, Due 7/3/2006 (Collateral held at the Bank of
   New York for Barclays Capital, Incorporated, FHLMC, 5.50%, Due 5/1/2033,
   Total Value - $2,032 and FNMA, 5.00% - 5.385%, Due 4/1/2036 - 5/1/2036,
   Total Value - $48,745.) ..........................................................           50,000           50,000
  Goldman Sachs, 5.28%, Due 7/3/2006 (Collateral held at the Bank of New York
   for Goldman Sachs, FNMA, 5.00% - 7.50%, Due 11/1/2029 - 9/1/2035,
   Total Value - $72,067.) ..........................................................           70,990           70,990
                                                                                                           ------------
TOTAL REPURCHASE AGREEMENTS .........................................................                           205,990
                                                                                                           ------------
TOTAL INVESTMENTS - 99.95% (COST $243,093) ..........................................                      $    243,093
OTHER ASSETS, NET OF LIABILITIES - 0.05% ............................................                               131
                                                                                                           ------------
TOTAL NET ASSETS - 100.00% ..........................................................                      $    243,224
                                                                                                           ============
</Table>


     Percentages are stated as a percent of net assets.

     Based on cost of investments of $243,093 for federal income tax purposes at
     June 30, 2006, there was no unrealized appreciation or depreciation of
     investments.

++   The coupon rate shown on floating or adjustable rate securities represents
     the rate at period end. The due date on these types of securities reflects
     the final maturity date.


                             See accompanying notes


                                       28



AMERICAN BEACON MUNICIPAL MONEY MARKET FUND
SCHEDULE OF INVESTMENTS
June 30, 2006 (Unaudited)


<Table>
<Caption>
                                                                                              PAR
                                                                                             AMOUNT           VALUE
                                                                                          ------------     ------------
                                                                                              (DOLLARS IN THOUSANDS)
                                                                                                     
ALABAMA - 2.89%
                                                                                                           ------------
  Infirmary Health System Special Care Facilities Financial Authority of Mobile
   Revenue Bonds, Series 2006A, 3.97%, Due 2/1/2040, LOC Bank of Nova Scotia ........     $      1,000     $      1,000
                                                                                                           ------------

COLORADO - 9.83%
  Colorado Educational & Cultural Facilities Authority Revenue Bonds, Series
   C-3, 4.03%, Due 1/1/2031, LOC US Bank, NA ........................................              500              500
  Colorado Educational and Cultural Facilities Variable Rate Demand Revenue
   Bonds, Series A7, (National Jewish Federation Bond Program), 4.03%,
   Due 7/1/2029, LOC Bank Of America, NA ............................................            1,000            1,000
  Colorado Health Facilities Authority Revenue Bonds, Series 2002B, 3.92%,
   Due 1/1/2033, LOC US Bank, NA ....................................................              900              900
  University of Colorado Hospital System Revenue Bonds, Series 2004B, 3.97%,
   Due 11/15/2035, LOC Citibank, NA .................................................            1,000            1,000
                                                                                                           ------------
  TOTAL COLORADO ....................................................................                             3,400
                                                                                                           ------------

FLORIDA - 18.60%
  Alachua County, Florida Housing Financial Authority, Multifamily Housing
   Revenue Bonds, Series 2001, (University Cove Apartment Project), 4.01%,
   Due 6/15/2034, LOC Fannie Mae ....................................................            1,830            1,830
  Collier County Health Facilities Authority Revenue Bonds, Series 2003 C,
   4.00%, Due 1/1/2035, LOC JP Morgan Chase .........................................            1,300            1,300
  Florida Gulf Coast University Financing Corp. Revenue Bonds, Series 2003,
   4.01%, Due 12/1/2033, LOC Wachovia Bank, NA ......................................            1,000            1,000
  Orange County Health Facilities Authority, Variable Rate Demand Revenue Bonds,
   Series 1992, (Adventist Health System/Sunbelt, Inc.), 4.05%, Due 11/15/2014,
   LOC Suntrust Bank ................................................................              900              900
  University Athletic Association, Inc. Revenue Bonds, Series 2001 Bonds, 4.05%,
   Due 10/1/2031, LOC Suntrust Bank .................................................            1,405            1,405
                                                                                                           ------------
  TOTAL FLORIDA .....................................................................                             6,435
                                                                                                           ------------

ILLINOIS - 7.49%
  Illinois Finance Authority Variable Rate Revenue Bonds, Series 2005B, 4.03%,
   Due 5/15/2035, LOC JP Morgan Chase ...............................................              790              790
  Village of Richton Park, Illinois-Industrial Development Revenue Bonds,
   Series 1997, (Avatar Corporation Project), 4.07%, Due 4/1/2027, LOC
   Fifth Third Bank .................................................................            1,800            1,800
                                                                                                           ------------
  TOTAL ILLINOIS ....................................................................                             2,590
                                                                                                           ------------

INDIANA - 2.89%
                                                                                                           ------------
  Fort Wayne, Indiana Industrial Economic Development Revenue Bonds,
   Series 1989, (ND-Tech Corporation Project), 4.08%, Due 7/1/2009, LOC
   Comerica Bank ....................................................................            1,000            1,000
                                                                                                           ------------

KENTUCKY - 6.64%
  Breckinridge County, Kentucky Lease Program Revenue Bonds, Series A, 4.03%,
   Due 2/1/2032, LOC US Bank, NA ....................................................            1,196            1,196
  Carroll County, Kentucky Solid Waste Disposal Revenue Bonds, Series 2001,
   (North American Stainless, L.P.), 3.99%, Due 5/1/2031, LOC Fifth Third Bank ......            1,100            1,100
                                                                                                           ------------
TOTAL KENTUCKY ......................................................................                             2,296
                                                                                                           ------------

MARYLAND - 4.86%
                                                                                                           ------------
  Montgomery County, Maryland Variable Rate Housing Revenue Bonds, Series 1997,
   Issue I (The Grand), 4.02%, Due 6/1/2030, LOC Federal National
   Mortgage Association .............................................................            1,680            1,680
                                                                                                           ------------
</Table>


                             See accompanying notes


                                       29



AMERICAN BEACON MUNICIPAL MONEY MARKET FUND
SCHEDULE OF INVESTMENTS - CONTINUED
June 30, 2006 (Unaudited)


<Table>
<Caption>
                                                                                              PAR
                                                                                             AMOUNT           VALUE
                                                                                          ------------     ------------
                                                                                              (DOLLARS IN THOUSANDS)
                                                                                                     
MICHIGAN - 5.13%
                                                                                                           ------------
  Michigan State Housing Development Authority, Variable Rate Limited Obligation
   Multifamily Housing Revenue Refunding Bonds, 4.03%, Due 6/1/2018, LOC
   Bank of New York .................................................................     $      1,775     $      1,775
                                                                                                           ------------

NEVADA - 2.89%
                                                                                                           ------------
  Nevada Housing Division-Variable Rate Demand Multi-Unit Housing Revenue Bonds,
   Series 2004, (Sundance Village Apartments), 4.03%, Due 10/1/2035,
   LOC Citibank, NA .................................................................            1,000            1,000
                                                                                                           ------------

NEW MEXICO - 4.34%
                                                                                                           ------------
  City of Farmington Pollution Control Revenue Bonds, Series 1994B, (Arizona
   Public Service Company), 3.99%, Due 9/1/2024, LOC Barclays Bank PLC ..............            1,500            1,500
                                                                                                           ------------

NEW YORK - 9.83%
  Dutchess County Industrial Development Agency Variable Rate Demand Civic
   Facility Revenue Bonds, Series 2002, 3.98%, Due 10/1/2032, LOC Allied
   Irish Bank, PLC ..................................................................            1,000            1,000
  New York City Housing Development Corporation, Multi-Family Mortgage Revenue
   Bonds, Series 2002A, (First Avenue Development), 4.00%, Due 10/15/2035, LOC
   Fannie Mae .......................................................................              800              800
  New York State Housing Finance Agency, 66 West 38th Street Housing Revenue
   Bonds, Series 2000A, 4.00%, Due 5/15/2033, LOC Fannie Mae ........................            1,600            1,600
                                                                                                           ------------
  TOTAL NEW YORK ....................................................................                             3,400
                                                                                                           ------------

OHIO - 4.91%
                                                                                                           ------------
  Ohio Water Development Authority, Environmental Improvement Revenue Bonds,
   Series 2000B, (Waste Management, Incorporated Project), 4.06%, Due 7/1/2020,
   LOC Fleet National Bank ..........................................................            1,700            1,700
                                                                                                           ------------

PENNSYLVANIA - 6.65%
  Delaware County Pennsylvania Pollution Control, Series 1999A, 4.05%,
   Due 4/1/2021, LOC Wachovia Bank, NA ..............................................              800              800
  Indiana County Industrial Development Authority Refunding Bonds, Series 2003A
   (Exelon Generation), 4.07%, Due 6/1/2027, LOC BNP Paribas ........................            1,500            1,500
                                                                                                           ------------
  TOTAL PENNSYLVANIA ................................................................                             2,300
                                                                                                           ------------

TEXAS - 3.47%
                                                                                                           ------------
  City of Midlothian, Texas Industrial Development Corporation, Environmental
   Facilities Revenue Bonds, Series 1999, (Holnam Texas Limited Partnership
   Project), 4.05%, Due 9/1/2031, LOC Bank One ......................................            1,200            1,200
                                                                                                           ------------

UTAH - 3.32%
                                                                                                           ------------
  Morgan County UT Solid Waste Disposal Revenue Bonds, Series 1996,
   (Holman, Inc. Project), 4.03%, Due 8/1/2031, LOC Wachovia Bank, NA ...............            1,150            1,150
                                                                                                           ------------

WYOMING - 4.34%
                                                                                                           ------------
  Sweetwater County, Wyoming Pollution Control Revenue Refunding Bonds,
   Series 1990A, (Pacificorp Project), 3.97%, Due 7/1/2015,
   LOC Barclays Bank PLC ............................................................            1,500            1,500
                                                                                                           ------------
</Table>


<Table>
<Caption>
                                                                                             SHARES
                                                                                          ------------
                                                                                                     
SHORT TERM INVESTMENTS - 1.67%
  BlackRock Provident MuniCash Fund .................................................           32,554               33
</Table>


                             See accompanying notes


                                       30



AMERICAN BEACON MUNICIPAL MONEY MARKET FUND
SCHEDULE OF INVESTMENTS - CONTINUED
June 30, 2006 (Unaudited)


<Table>
<Caption>
                                                                                             SHARES           VALUE
                                                                                          ------------     ------------
                                                                                              (DOLLARS IN THOUSANDS)
                                                                                                     
  Federated Municipal Obligations Fund,
                                                                                                           ------------
  TOTAL SHORT TERM INVESTMENTS                                                                                      585
                                                                                                           ------------

TOTAL INVESTMENTS - 99.75% (COST $34,511)                                                                  $     34,511
OTHER ASSETS, NET OF LIABILITIES - 0.25%                                                                             86
                                                                                                           ------------
TOTAL NET ASSETS - 100.00%                                                                                 $     34,597
                                                                                                           ============
</Table>


     Percentages are stated as a percent of net assets.

     For municipal obligations, rates associated with money market securities
     represent yield to maturity or yield to next reset date.

     Based on cost of investments of $34,511 for federal income tax purposes at
     June 30, 2006, there was no unrealized appreciation or depreciation of
     investments.


                             See accompanying notes


                                       31






AMERICAN BEACON MASTER TRUST PORTFOLIOS
STATEMENTS OF ASSETS AND LIABILITIES
JUNE 30, 2006 (UNAUDITED) (IN THOUSANDS)

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



<Table>
<Caption>

                                                                        U.S. GOVERNMENT      MUNICIPAL
                                                        MONEY MARKET      MONEY MARKET     MONEY MARKET
                                                        ------------    ---------------    ------------

                                                                                  

ASSETS:
     Investments in securities at value (cost -
       $8,872,461, $37,103 and $34,511,
       respectively).................................    $8,872,461         $ 37,103          $34,511
     Repurchase agreements (cost - $141,015, $205,990
       and $0 respectively)                                 141,015          205,990               --
     Dividends and interest receivable...............        31,847              168               99
     Prepaid expenses................................           105                2               --
                                                         ----------         --------          -------
          TOTAL ASSETS...............................     9,045,428          243,263           34,610
                                                         ----------         --------          -------
LIABILITIES:
     Management and investment advisory fees payable
       (Note 2)......................................           760               24                3
     Other liabilities...............................            53               15               10
                                                         ----------         --------          -------
          TOTAL LIABILITIES..........................           813               39               13
                                                         ----------         --------          -------
NET ASSETS APPLICABLE TO INVESTORS' BENEFICIAL
  INTERESTS..........................................    $9,044,615         $243,224          $34,597
                                                         ==========         ========          =======

</Table>



                             See accompanying notes



                                       32



AMERICAN BEACON MASTER TRUST PORTFOLIOS
STATEMENTS OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2006 (UNAUDITED) (IN THOUSANDS)

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



<Table>
<Caption>

                                                                        U.S. GOVERNMENT      MUNICIPAL
                                                        MONEY MARKET      MONEY MARKET     MONEY MARKET
                                                        ------------    ---------------    ------------

                                                                                  

INVESTMENT INCOME:
     Interest income.................................     $204,069           $6,635            $516
                                                          --------           ------            ----
          TOTAL INVESTMENT INCOME....................      204,069            6,635             516
                                                          --------           ------            ----
EXPENSES:
     Management and investment advisory fees (Note
       2)............................................        4,274              140              15
     Custodian fees..................................          191                6               1
     Professional fees...............................           47                8               6
     Other expenses..................................          161               18               1
                                                          --------           ------            ----
          TOTAL EXPENSES.............................        4,673              172              23
                                                          --------           ------            ----
NET INVESTMENT INCOME................................      199,396            6,463             493
                                                          --------           ------            ----
REALIZED GAIN ON INVESTMENTS:
     Net realized gain on investments................            3                1              --
                                                          --------           ------            ----
          NET GAIN ON INVESTMENTS....................            3                1              --
                                                          --------           ------            ----
NET INCREASE IN NET ASSETS RESULTING FROM
  OPERATIONS.........................................     $199,399           $6,464            $493
                                                          ========           ======            ====

</Table>



                             See accompanying notes



                                       33



AMERICAN BEACON MASTER TRUST PORTFOLIOS
STATEMENTS OF CHANGES IN NET ASSETS
(IN THOUSANDS)

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



<Table>
<Caption>

                                                                         U.S. GOVERNMENT
                                          MONEY MARKET                    MONEY MARKET               MUNICIPAL MONEY MARKET
                                 ------------------------------  ------------------------------  ------------------------------
                                 SIX MONTHS ENDED   YEAR ENDED   SIX MONTHS ENDED   YEAR ENDED   SIX MONTHS ENDED   YEAR ENDED
                                     JUNE 30,      DECEMBER 31,      JUNE 30,      DECEMBER 31,      JUNE 30,      DECEMBER 31,
                                       2006            2005            2006            2005            2006            2005
                                 ----------------  ------------  ----------------  ------------  ----------------  ------------
                                    (UNAUDITED)                     (UNAUDITED)                     (UNAUDITED)

                                                                                                 

INCREASE (DECREASE) IN NET
  ASSETS:
OPERATIONS:
     Net investment income.....    $    199,396    $    218,128     $     6,463     $     7,700      $    493        $    837
     Net realized gain on
       investments.............               3              18               1               6            --              --
                                   ------------    ------------     -----------     -----------      --------        --------
          TOTAL INCREASE IN NET
            ASSETS RESULTING
            FROM OPERATIONS....         199,399         218,146           6,464           7,706           493             837
                                   ------------    ------------     -----------     -----------      --------        --------
TRANSACTIONS IN INVESTORS'
  BENEFICIAL INTERESTS:
     Contributions.............      55,472,099      98,275,830       1,322,006       1,782,252        24,379          56,703
     Withdrawals...............     (53,412,924)    (97,114,356)     (1,324,806)     (1,799,917)      (20,771)        (62,338)
                                   ------------    ------------     -----------     -----------      --------        --------
          NET INCREASE
            (DECREASE) IN NET
            ASSETS RESULTING
            FROM TRANSACTIONS
            IN INVESTORS'
            BENEFICIAL
            INTERESTS..........       2,059,175       1,161,474          (2,800)        (17,665)        3,608          (5,635)
                                   ------------    ------------     -----------     -----------      --------        --------
          NET INCREASE
            (DECREASE) IN NET
            ASSETS.............       2,258,574       1,379,620           3,664          (9,959)        4,101          (4,798)
                                   ------------    ------------     -----------     -----------      --------        --------
NET ASSETS:
     Beginning of period.......       6,786,041       5,406,421         239,560         249,519        30,496          35,294
                                   ------------    ------------     -----------     -----------      --------        --------
     END OF PERIOD.............    $  9,044,615    $  6,786,041     $   243,224     $   239,560      $ 34,597        $ 30,496
                                   ============    ============     ===========     ===========      ========        ========

</Table>



                             See accompanying notes



                                       34



AMERICAN BEACON MASTER TRUST PORTFOLIOS
FINANCIAL HIGHLIGHTS

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



<Table>
<Caption>

                                                                                MONEY MARKET
                                                        -----------------------------------------------------------
                                                          SIX MONTHS
                                                        ENDED JUNE 30,             YEAR ENDED DECEMBER 31,
                                                        --------------    -----------------------------------------
                                                             2006          2005     2004     2003     2002     2001
                                                        --------------    -----    -----    -----    -----    -----
                                                          (UNAUDITED)

                                                                                            

Total return.........................................        2.34%(A)     3.25%    1.34%    1.13%    1.81%    4.30%
Ratios to average net assets (annualized):
     Expenses........................................        0.11%        0.11%    0.11%    0.11%    0.11%    0.11%
     Net investment income...........................        4.66%        3.20%    1.30%    1.14%    1.81%    3.95%
</Table>




<Table>
<Caption>

                                                                        U.S. GOVERNMENT MONEY MARKET
                                                        -----------------------------------------------------------
                                                          SIX MONTHS
                                                        ENDED JUNE 30,             YEAR ENDED DECEMBER 31,
                                                        --------------    -----------------------------------------
                                                             2006          2005     2004     2003     2002     2001
                                                        --------------    -----    -----    -----    -----    -----
                                                          (UNAUDITED)

                                                                                            

Total return.........................................        2.32%(A)     3.19%    1.30%    1.11%    1.74%    4.24%
Ratios to average net assets (annualized):
     Expenses........................................        0.12%        0.12%    0.11%    0.12%    0.12%    0.11%
     Net investment income...........................        4.61%        3.15%    1.30%    1.13%    1.71%    3.99%
</Table>



<Table>
<Caption>

                                                                           MUNICIPAL MONEY MARKET
                                                        -----------------------------------------------------------
                                                          SIX MONTHS
                                                        ENDED JUNE 30,             YEAR ENDED DECEMBER 31,
                                                        --------------    -----------------------------------------
                                                             2006          2005     2004     2003     2002     2001
                                                        --------------    -----    -----    -----    -----    -----
                                                          (UNAUDITED)

                                                                                            

Total return.........................................        1.58%(A)     2.38%    1.18%    1.08%    1.39%    2.71%
Ratios to average net assets (annualized):
     Expenses........................................        0.15%        0.11%    0.11%    0.12%    0.12%    0.13%
     Net investment income...........................        3.18%        2.35%    1.14%    1.05%    1.39%    2.71%
</Table>


- --------

(A)   Not annualized.


                                       35



AMERICAN BEACON MASTER TRUST
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2006 (UNAUDITED)

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


1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

     American Beacon Master Trust (the "Trust"), formerly known as AMR
Investment Services Trust, is registered under the Investment Company Act of
1940, as amended, as a no load, open-end management investment company that was
organized as a trust under the laws of the Commonwealth of Massachusetts
pursuant to a Declaration of Trust dated as of November 1, 2004. Prior to
November 1, 2004, the Trust was organized as a trust under the laws of the State
of New York. Beneficial interests in the Trust are divided into separate series,
each having distinct investment objectives and policies. These financial
statements relate to the American Beacon Master Money Market Portfolio, American
Beacon Master U.S. Government Money Market Portfolio and American Beacon Master
Municipal Money Market Portfolio (each a "Portfolio" and collectively the
"Portfolios"). The objective of each Portfolio is current income, liquidity and
the maintenance of a stable price of $1.00 per share. 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.

     American Beacon Advisors, Inc. (the "Manager"), formerly known as AMR
Investment Services, Inc., 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 Portfolios.

  Security Valuation

     Securities of the Portfolios are valued at amortized cost, which
approximates fair value. In the event that a deviation of 1/2 of 1% or more
exists between the $1.00 per share price of the Portfolios, calculated at
amortized cost, and the price per share calculated by reference to market
quotations, or if there is any other deviation that the Trust's Board of
Trustees (the "Board") believes would result in a material dilution to
shareholders or purchasers, the Board will promptly consider the appropriate
action that should be initiated.

  Security Transactions and Investment Income

     Security transactions are recorded on the trade date of the security
purchase or sale. 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.

  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 subchapter M of the
Internal Revenue Code.

  Repurchase Agreements

     Under the terms of a repurchase agreement, securities are acquired by a
Portfolio from a securities dealer or a bank that are subject to resale at a
later date. Repurchase agreements are fully collateralized by U.S. Treasury or
U.S. Government agency securities and are valued at cost, which approximates
market value. All collateral is held at the Portfolio's custodian bank, State
Street Bank and Trust Company, or at subcustodian banks. The collateral is
monitored daily by the Manager so that the collateral's market value exceeds the
carrying value of the repurchase agreement plus accrued interest.



                                       36



AMERICAN BEACON MASTER TRUST
NOTES TO FINANCIAL STATEMENTS -- CONTINUED
JUNE 30, 2006 (UNAUDITED)

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


  Use of Estimates

     The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results may differ from those estimated.

  Other

     Under the Trust's organizational documents, its officers and directors are
indemnified against certain liability arising out of the performance of their
duties to the Trust. In the normal course of business, the Trust enters into
contracts that provide indemnification to the other party or parties against
potential costs or liabilities. The Trust's maximum exposure under these
arrangements is dependent on claims that may be made in the future and,
therefore, cannot be estimated. The Trust has had no prior claims or losses
pursuant to any such agreement.

2.  TRANSACTIONS WITH AFFILIATES

  Management Agreement

     The Trust and the Manager are parties to a Management Agreement that
obligates the Manager to provide or oversee the provision of all administrative,
investment advisory and portfolio management services. The Manager serves as the
sole investment advisor to each of the Portfolios. As compensation for
performing the duties required under the Management Agreement, the Manager
receives from the Portfolios 0.10% of the average daily net assets of each of
the Portfolios.

  Interfund Lending Program

     Pursuant to an exemptive order by the Securities and Exchange Commission,
the Portfolios, along with other registered investment companies having
management contracts with the Manager, may participate in an interfund lending
program. This program provides an alternative credit facility allowing the Money
Market Portfolio to lend money to other participating series managed by the
Manager. For the six months ended June 30, 2006, the Money Market Portfolio
earned $79 under the credit facility. This amount is included in interest income
on the financial statements.

  Other

     Certain officers or Trustees of the Trust are also current or former
officers or employees of the Manager or American. The Trust makes no direct
payments to its officers. Mr. Feld and the non-interested Trustees (other than
Mr. O'Sullivan) and their spouses are provided free unlimited air transportation
on American. Retired Trustees and their spouses are provided free air
transportation on American, up to a maximum annual value of $40,000. The Trust
compensates each Trustee with payments in an amount equal to the Trustee's
income tax on the value of this free airline travel. Mr. O'Sullivan as a retiree
of American, already receives flight benefits. Mr. O'Sullivan receives an annual
retainer plus a fee for each Board meeting attended.



                                       37



DISCLOSURE REGARDING THE BOARD OF TRUSTEES' APPROVAL OF THE MANAGEMENT
AGREEMENTS OF THE FUNDS AND THE PORTFOLIOS
(UNAUDITED)
- --------------------------------------------------------------------------------


     At its February 17, 2006 meeting, the Board of Trustees (the "Board")
considered the renewal of the existing Management Agreements (the "Agreements")
between the Manager and the American Beacon Funds, on behalf of the American
Beacon Money Market Fund, American Beacon Municipal Money Market Fund, and the
American Beacon U.S. Government Money Market Fund (collectively, the "Funds"),
and between the Manager and the American Beacon Master Trust, on behalf of the
American Beacon Master Money Market Portfolio, American Beacon Master Municipal
Money Market Portfolio, and the American Beacon Master U.S. Government Money
Market Portfolio (collectively, the "Portfolios"). The term "Funds" is used
throughout this section to refer to both the Funds and the Portfolios. In
preparation for the Board's consideration to renew the Agreements, the Board and
its Investment Committee undertook steps to gather and consider information
furnished by the Manager and Lipper, Inc. ("Lipper"). The Board, with the
assistance of independent legal counsel, requested and received certain relevant
information from the Manager. In addition, the Board's Investment Committee
worked with Lipper to obtain relevant comparative information regarding the
performance, fees and expenses of the Funds. The Investment Committee held
separate meetings on December 8, 2005, February 8, 2006 and February 17, 2006 to
consider the information provided by Lipper. Further, the Board took into
consideration information furnished for the Board's review and consideration
throughout the year at regular Board and Investment Committee meetings, as well
as information specifically prepared in connection with the renewal process.

     The Board considered, among other materials, responses by the Manager to
inquiries requesting:

     - a description of any significant changes (actual or anticipated) to
       principal activities, personnel, services provided to the Funds, or any
       other area, including how these changes might affect the Funds;

     - a copy of the Manager's most recent audited or unaudited financial
       statements as well as Parts I and II of its Form ADV;

     - a summary of any material past, pending or anticipated litigation or
       regulatory proceedings involving the Manager or its personnel, including
       the results of any recent regulatory examination or independent audit;

     - a cost/profitability analysis of the Manager and any actual or
       anticipated economies of scale in relation to the services it provides to
       the Funds, if available;

     - an analysis of compensation, including a comparison with fees charged to
       other clients for which similar services are provided, any proposed
       changes to the fee schedule and the effect of any fee waivers;

     - an evaluation of any other benefits to the Manager or Funds as a result
       of their relationship, if any;

     - confirmation that the Manager's financial condition does not raise
       concerns that it would be unable to continue providing the same scope and
       quality of services to the Funds;

     - a description of the scope of portfolio management services provided to
       the Funds, including whether such services differ from the services
       provided to other clients, including other registered investment
       companies;

     - a description of the personnel who are assigned primary responsibility
       for managing the Funds, including any changes during the past year;

     - a description of the basis upon which portfolio managers are compensated,
       including any "incentive" arrangements;

     - a discussion regarding the Manager's participation in "soft dollar"
       arrangements, if any;

     - a description of any actual or potential conflicts of interest
       anticipated in managing Fund assets;

     - a description of trade allocation procedures among accounts managed by
       the firm;

     - a summary of any material changes to the Manager's compliance program
       with regard to federal, state, corporate and Fund requirements;



                                       38



DISCLOSURE REGARDING THE BOARD OF TRUSTEES' APPROVAL OF THE MANAGEMENT
AGREEMENTS OF THE FUNDS AND THE PORTFOLIOS -- CONTINUED
(UNAUDITED)
- --------------------------------------------------------------------------------


     - a discussion of any material compliance problems and remedial actions;

     - information regarding the Manager's code of ethics, insider trading
       policy and disaster recovery plan, including a description of any
       material changes thereto;

     - a description of the Manager's affiliation with any broker-dealer;

     - a discussion of any anticipated change in the Manager's controlling
       persons;

     - verification of the Manager's insurance coverage with regards to the
       services provided to the Funds;

     - a comparison of the performance of each Fund to appropriate indices,
       including comments on the relative performance of each Fund versus
       comparable indices;

     - a discussion, if applicable, of any underperformance by a Fund relative
       to its peer group;

     - an analysis of any material complaints received from Fund shareholders;

     - a description of the Manager's securities lending practices and the fees
       received from such practices;

     - a description of the portfolio turnover rate and average execution costs
       for each Fund;

     - a discussion of whether the Manager receives, with respect to trade
       execution for the Funds, other special compensation, including any
       payment for order flow; and

     - a description of how expenses that are not readily identifiable to a
       particular Fund are allocated.

     The Board also obtained an analysis provided by Lipper that compared: (i)
investment performance of each Fund versus comparable investment companies and
appropriate indices; (ii) total Fund expenses of each Fund versus comparable
mutual funds, and (iii) each Fund's investment advisory fees versus comparable
mutual funds. For each Fund, the class used for comparative purposes was the
class with the longest performance history, which in most cases is the
Institutional Class. References below to each Fund's Lipper peer group are to
the group of comparable mutual funds included in the analysis provided by
Lipper.

     The Trustees also received a memorandum from their legal counsel detailing
the Board's responsibilities pertaining to the renewal of the Agreements. This
memorandum explained the regulatory requirements surrounding the Board's process
for evaluating investment advisors and the terms of the contracts.

     Provided below is an overview of the primary factors the Board considered
at its February 2006 meeting. The Board did not identify any particular
information that was most relevant to its consideration to renew the Agreements,
and each Trustee may have afforded different weight to the various factors.

CONSIDERATIONS WITH RESPECT TO ALL FUNDS

     In determining whether to approve the continuance of the Agreements, the
Board considered the best interests of each Fund separately. In addition, while
the Agreements for all of the Funds were considered at the same Board meeting,
the Board considered each Fund's investment management relationship separately.
In each instance, the Board considered, among other things, the following
factors: (1) the nature and quality of the services provided; (2) the investment
performance of the Fund; (3) the Manager's cost for providing the services and
the profitability of the advisory business to the Manager; (4) the extent to
which economies of scale have been taken into account in setting the fee
schedule; and (5) whether fee levels reflect these economies of scale for the
benefit of Fund investors. The Trustees posed questions to various management
personnel of the Manager regarding certain key aspects of the material submitted
in support of the renewal.



                                       39



DISCLOSURE REGARDING THE BOARD OF TRUSTEES' APPROVAL OF THE MANAGEMENT
AGREEMENTS OF THE FUNDS AND THE PORTFOLIOS -- CONTINUED
(UNAUDITED)
- --------------------------------------------------------------------------------


  Nature, Extent and Quality of Services

     With respect to the renewal of the Agreements, the Board considered: the
Manager's ability to retain key investment personnel and to provide consistent
performance and an active client service program; the Manager's goal to provide
consistent above average long-term performance at low cost; the continuing
efforts by the Manager to add new Funds so as to enhance the Trusts' product
line; the Manager's record in building improved compliance, control and credit
functions that reduce risks to the Funds; and the addition of personnel to
manage the Funds, promote sales and improve services. Based on this information,
the Board concluded that the nature, extent and quality of the management
services provided by the Manager were appropriate for each Fund and, thus,
supported a decision to renew the Agreements.

  Investment Performance

     The Board evaluated the comparative information provided by Lipper and the
Manager regarding each Fund's investment performance relative to its benchmark
index(es) and peer group. The Board also considered the performance reports and
discussions with management at Board and Committee meetings throughout the year.
Discussions regarding the Board's considerations with respect to each Fund's
performance are below under "Additional Considerations and Conclusions with
Respect to each Fund."

  Cost of Services and Profits Realized

     In analyzing the cost of services and profitability of the Manager in
connection with its investment advisory services to a Fund, the Board considered
the Manager's operations and low cost structure. The Board considered that the
Manager receives service and administrative fees to compensate the Manager for
providing administrative services to the Funds and to compensate third-party
administrators and broker-dealers for services to Fund shareholders. Discussions
regarding the Board's considerations with respect to each Fund's fee rates are
set forth below under "Additional Considerations and Conclusions with Respect to
each Fund."

  Economies of Scale

     In considering the reasonableness of the management fees, the Board
considered whether economies of scale will be realized as the Funds grow and
whether fee levels reflect these economies of scale for the benefit of Fund
shareholders. With respect to the management fee, the Board acknowledged the
Manager's low cost structure and the increasing costs of personnel, technology
and operations. Based on these considerations, the Board concluded that the
Funds' fee structures are reasonably designed to pass on economies of scale to
Fund shareholders.

  Benefits to be Derived from the Relationship with the Funds

     The Board considered the "fall-out" or ancillary benefits that accrue to
the Manager as a result of the advisory relationships with the Funds, including
greater exposure in the marketplace with respect to the Manager's investment
process and expanding the level of assets under management by the Manager. After
consideration of this information, the Board concluded that the potential
benefits accruing to the Manager by virtue of its relationships with the Funds
appear to be fair and reasonable.

ADDITIONAL CONSIDERATIONS AND CONCLUSIONS WITH RESPECT TO EACH FUND

     The Board considered the relative performance of each Fund versus the
respective Lipper Average, which includes all comparable funds in the Lipper
category, and the Lipper Index, which includes up to the 30 largest funds in the
respective Lipper category where the Fund is classified by Lipper.



                                       40



DISCLOSURE REGARDING THE BOARD OF TRUSTEES' APPROVAL OF THE MANAGEMENT
AGREEMENTS OF THE FUNDS AND THE PORTFOLIOS -- CONTINUED
(UNAUDITED)
- --------------------------------------------------------------------------------


  Additional Considerations and Conclusions with Respect to the Money Market
  Fund

     In considering the renewal of the Agreements with the Fund, the Board
considered performance data for various periods ended December 31, 2005. In this
regard, they considered that: (1) the Institutional Class total return
performance was in the 2nd quintile for all relevant periods compared to the
returns of a peer group of mutual funds identified by Lipper as having an
investment objective similar to the Fund ("Lipper Universe"), and (2) the
Institutional Class outperformed the Lipper Institutional Money Market Average
for all relevant periods and underperformed the Lipper Institutional Money
Market Index for all relevant periods except the ten-year period.

     In addition, the Board considered the fees payable under the Agreements. In
this regard, they considered that: (1) the Institutional Class total expenses
were in the 2nd quintile and actual management fees (including administrative
fees) were in the 4th quintile compared to the expenses and fees of a peer group
of similar funds classified by Lipper ("Fee Universe") where the 1st quintile
represents the lowest fees or expenses among the group; (2) the Manager's
explanation that fee schedule "breakpoints" were not warranted due to, among
other factors, the low, base management fee (excluding administrative fees)
charged to the Fund; and (3) the Manager has contractually agreed to waive fees
and/or reimburse expenses to the extent necessary to maintain a competitive
total expense ratio for the Institutional, Cash Management, and Platinum Classes
of the Fund.

     Based on these considerations and those noted above with respect to all
Funds, the Board: (1) concluded that the fees paid to the Manager under the
Agreements are fair and reasonable; (2) concluded that the profits to the
Manager are reasonable in light of the quality of services provided to the Fund,
including direct management of the Fund's assets; (3) determined that the Fund
and its shareholders would benefit from the Manager's continued management of
the Fund; and (4) approved the renewal of the Agreements with respect to the
Fund.

  Additional Considerations and Conclusions with Respect to the Municipal Money
  Market Fund

     In considering the renewal of the Agreements with the Fund, the Board
considered performance data for various periods ended December 31, 2005. In this
regard, they considered that: (1) the PlanAhead Class total return performance
was in the 5th quintile for all relevant periods except the five-and ten-year
periods in which case its performance was in the 4th and 3rd quintile,
respectively, compared to the Lipper Universe; (2) the PlanAhead Class
underperformed the Lipper Tax Exempt Money Market Average and the Lipper Tax
Exempt Money Market Index for all relevant periods; and (3) the Manager's
explanation that the PlanAhead Class has a relatively low level of assets, which
resulted in a higher expense ratio and a negative impact on performance during
the more recent periods.

     In addition, the Board considered the fees payable under the Agreements. In
this regard, they considered that: (1) the PlanAhead Class total expenses were
in the 5th quintile and actual management fees (including administrative fees)
were in the 1st quintile compared to the Fee Universe where the 1st quintile
represents the lowest fees or expenses among the group; (2) the Manager's
explanation that fee schedule "breakpoints" were not warranted due to, among
other factors, the low, base management fee charged to the Fund; (3) the Manager
has contractually agreed to waive fees and/or reimburse expenses to the extent
necessary to maintain a competitive total expense ratio for the PlanAhead and
Platinum Classes of the Fund; and (4) the Manager's profitability analysis
indicated that it incurred a loss on the services it provided to the Fund.

     Based on these considerations and those noted above with respect to all
Funds, the Board: (1) concluded that the fees paid to the Manager under the
Agreements are fair and reasonable; (2) concluded that the profits to the
Manager are reasonable in light of the quality of services provided to the Fund,
including direct management of the Fund's assets; (3) determined that the Fund
and its shareholders would benefit from the Manager's continued management of
the Fund; and (4) approved the renewal of the Agreements with respect to the
Fund.



                                       41



DISCLOSURE REGARDING THE BOARD OF TRUSTEES' APPROVAL OF THE MANAGEMENT
AGREEMENTS OF THE FUNDS AND THE PORTFOLIOS -- CONTINUED
(UNAUDITED)
- --------------------------------------------------------------------------------


  Additional Considerations and Conclusions with Respect to the U.S. Government
  Money Market Fund

     In considering the renewal of the Agreements with the Fund, the Board
considered performance data for various periods ended December 31, 2005. In this
regard, they considered that: (1) the Cash Management Class total return
performance was in the 1st quintile for all relevant periods compared to the
Lipper Universe, and (2) the Cash Management Class outperformed the Lipper
Institutional U.S. Government Money Market Average and the Lipper Institutional
U.S. Government Money Market Index for all relevant periods.

     In addition, the Board considered the fees payable under the Agreements. In
this regard, they considered that: (1) the Cash Management Class actual
management fees (including administrative fees) and total expenses were in the
1st quintile compared to the Fee Universe where the 1st quintile represents the
lowest fees or expenses among the group; (2) the Manager's explanation that fee
schedule "breakpoints" were not warranted due to, among other factors, the low,
base management fee charged to the Fund; (3) the Manager has contractually
agreed to waive fees and/or reimburse expenses to the extent necessary to
maintain a competitive total expense ratio for the Cash Management, Platinum,
and PlanAhead Classes of the Fund; and (4) the Manager's profitability analysis
indicated that it incurred a loss on the services it provided to the Fund.

     Based on these considerations and those noted above with respect to all
Funds, the Board: (1) concluded that the fees paid to the Manager under the
Agreements are fair and reasonable; (2) concluded that the profits to the
Manager are reasonable in light of the quality of services provided to the Fund,
including direct management of the Fund's assets; (3) determined that the Fund
and its shareholders would benefit from the Manager's continued management of
the Fund; and (4) approved the renewal of the Agreements with respect to the
Fund.



                                       42



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                                       43



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                                       45



                          (AMERICAN BEACON FUNDS LOGO)

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

DELIVERY OF DOCUMENTS
To reduce expenses, your financial institution may mail only one copy of the
Prospectus, Annual Report and Semi-Annual Report to those addresses shared by
two or more accounts. If you wish to receive individual copies of these
documents, please contact your financial institution. Delivery of individual
copies will commence thirty days after receiving your request.
If you invest in the Funds through a financial institution, you may be able to
receive the Funds' regulatory mailings, such as the Prospectus, Annual Report
and Semi-Annual Report, by e-mail. If you are interested in this option, please
go to www.icsdelivery.com and search for your financial institution's name or
contact your financial institution directly.

TO OBTAIN MORE INFORMATION ABOUT THE FUNDS:



<Table>
                                               

               (KEYBOARD GRAPHIC)                                  (MOUSE GRAPHIC)

                   BY E-MAIL:                                     ON THE INTERNET:

       American-Beacon.Funds@ambeacon.com                       Visit our website at
                                                             www.americanbeaconfunds.com

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               (TELEPHONE GRAPHIC)                                (MAILBOX GRAPHIC)

                  BY TELEPHONE:                                       BY MAIL:

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    Cash Management Class          PlanAhead Class(R)           Cash Management Class          PlanAhead Class(R)
     Institutional Class           ------------------            Institutional Class           ------------------
     -------------------           Call (800) 388-3344           Platinum Class(SM)           American Beacon Funds
     Call (800) 658-5811                                         ------------------              P.O. Box 219643
     Platinum Class(SM)                                         American Beacon Funds      Kansas City, MO 64121-9643
     ------------------                                      4151 Amon Carter Blvd., MD
     Call (800) 967-9009                                                2450
                                                                Fort Worth, TX 76155
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 AVAILABILITY OF QUARTERLY PORTFOLIO SCHEDULES    Availability of Proxy Voting Policy and
                                                                      Records

In addition to the Schedule of Investments        A description of the policies and procedures
provided in each semi-annual and annual           that the Funds use to determine how to vote
report, each Fund files a complete schedule of    proxies relating to portfolio securities is
its portfolio holdings with the Securities and    available in each Fund's Statement of
Exchange Commission ("SEC") on Form N-Q as of     Additional Information, which may be obtained
the first and third fiscal quarters. The          free of charge by calling 1-800-967-9009 or by
Funds' Forms N-Q are available on the SEC's       accessing the SEC's website at www.sec.gov.
website at www.sec.gov. The Forms N-Q may also    Each Fund's proxy voting record for the most
be reviewed and copied at the SEC's Public        recent year ended June 30 is filed annually
Reference Room, 450 Fifth Street, NW,             with the SEC on Form N-PX. The Funds' Forms N-
Washington, DC 20549. Information regarding       PX are available on the SEC's website at
the operation of the SEC's Public Reference       www.sec.gov. Each Fund's proxy voting record
Room may be obtained by calling 1-800-SEC-        may also be obtained by calling 1-800-967-
0330. A complete schedule of each Fund's          9009.
portfolio holdings is also available on the
Funds' website (www.americanbeaconfunds.com)
approximately thirty days after the end of
each fiscal quarter.
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FUND SERVICE PROVIDERS:

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<Caption>


                                                                           


  CUSTODIAN                   TRANSFER AGENT                INDEPENDENT REGISTERED  DISTRIBUTOR
  STATE STREET BANK AND       BOSTON FINANCIAL DATA         PUBLIC ACCOUNTING FIRM  FORESIDE FUND SERVICES
  TRUST                       SERVICES                      ERNST & YOUNG LLP       Portland, Maine
  Boston, Massachusetts       Kansas City, Missouri         Chicago, Illinois
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This report is prepared for shareholders of the American Beacon Funds and may be
distributed to others only if preceded or accompanied by a current prospectus.

- -------------------------------------------------------------------------------
American Airlines, Inc. is not responsible for investments made in the American
Beacon Funds. American Beacon Funds is a service mark of AMR Corporation.
PlanAhead Class is a registered service mark of American Beacon Advisors, Inc.
Platinum Class, American Beacon Money Market Fund, American Beacon U.S.
Government Money Market Fund, and American Beacon Municipal Money Market Fund
are service marks of American Beacon Advisors, Inc.
                                                                       SAR 06/06
                                                                         537882





ITEM 2. CODE OF ETHICS.
The Trust did not amend the code of ethics that applies to its principal
executive and financial officers (the "Code") nor did it grant any waivers to
the provisions of the Code during the period covered by the shareholder report
presented in Item 1.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Not applicable.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not applicable.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable.

ITEM 6. SCHEDULE OF INVESTMENTS.
The schedules of investments for the Money Market Portfolio, U.S. Government
Money Market Portfolio and Municipal Money Market Portfolio of the American
Beacon Master Trust are included in the American Beacon Funds shareholder
report presented in Item 1.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
        MANAGEMENT INVESTMENT COMPANIES.
Not applicable.

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
        COMPANY AND AFFILIATED PURCHASERS.
Not applicable.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Trust has made no material changes to the procedures by which shareholders
may recommend nominees to the Trust's Board of Trustees since the Trust last
disclosed such procedures in Schedule 14A.

ITEM 11. CONTROLS AND PROCEDURES.
     (a) Based upon an evaluation within 90 days of the filing date of this
         report, the principal executive and financial officers concluded that
         the disclosure controls and procedures of the Trust are effective.


     (b) There were no changes in the Trust's internal control over financial
         reporting during the second fiscal quarter of the period covered by
         this report that has materially affected, or is reasonably likely to
         materially affect, the Trust's internal control over financial
         reporting.

ITEM 12. EXHIBITS.
     (a)(1) Not applicable.

     (a)(2) A separate certification for each principal executive officer and
            principal financial officer of the Trust as required by Rule
            30a-2(a) under the Investment Company Act of 1940 is attached hereto
            as EX-99.CERT.

     (a)(3) Not applicable.

     (b)    The certifications required by Rule 30a-2(b) under the Investment
            Company Act of 1940 are attached hereto as EX-99.906CERT.



                                  SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and 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 Master Trust

By /s/ William F. Quinn
   --------------------
   William F. Quinn
   President

Date: September 8, 2006

Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on
the dates indicated.

By /s/ William F. Quinn
   --------------------
   William F. Quinn
   President

Date: September 8, 2006


By /s/ Rebecca L. Harris
   ---------------------
   Rebecca L. Harris
   Treasurer

Date: September 8, 2006