Common use of TRUST AND SHAREHOLDER LIABILITY Clause in Contracts

TRUST AND SHAREHOLDER LIABILITY. The Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Declaration of Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Portfolio, the obligations hereunder shall be limited to the respective assets of that Portfolio. The Adviser further agrees that they shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Portfolio, nor from the Trustees or any individual Trustee of the Trust. American Beacon Advisors Tri-Party Investment Sub-Advisory Agreement Brandywine Global Investment Management LLC American Beacon Diversified Fund IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first written above. Brandywine Global Investment American Beacon Advisors, Inc. Management, LLC By: By: Name: Hxxxx Xxxx Jxxxxxx X. Xxxxxxxx Title: Managing Director Chief Operating Officer American Beacon Institutional Funds By: Name: Gxxx X. Needles, Jr. Title: President American Beacon Advisors Tri-Party Investment Sub-Advisory Agreement Brandywine Global Investment Management LLC American Beacon Diversified Fund Schedule A To the American Beacon Funds Investment Advisory Agreement Among American Beacon Institutional Funds American Beacon Advisors, Inc. and Brandywine Global Investment Management, LLC American Beacon Funds (the “Trust”) shall pay compensation to Brandywine Global Investment Management, LLC (the “Adviser”) pursuant to Section 4 of the Investment Advisory Agreement among the Trust, American Beacon Advisors, Inc. and the Adviser for rendering investment management services with respect to the American Beacon Diversified Fund in accordance with the following annual percentage rates:

TRUST AND SHAREHOLDER LIABILITY. The Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Declaration of Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Portfolio, the obligations hereunder shall be limited to the respective assets of that Portfolio. The Adviser further agrees that they shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Portfolio, nor from the Trustees or any individual Trustee of the Trust. A copy of the Declaration of Trust of the Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this instrument is not binding upon any of the Trustees, officers, or shareholders of the Trust individually. American Beacon Advisors Tri-Party Investment Sub-Advisory Agreement Brandywine Global Investment Management LLC American Beacon Diversified Flexible Bond Fund IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first written above. Brandywine Global Investment American Beacon Advisors, Inc. Management, LLC By: /s/ Mxxx X. Xxxxxxxx By: /s/ Jxxxxxx X. Xxxxxxxx Name: Hxxxx Xxxx Mxxx X. Xxxxxxxx Jxxxxxx X. Xxxxxxxx Title: Managing Director Chief Administrative Officer Chief Operating Officer American Beacon Institutional Funds By: /s/ Gxxx X. Needles, Jr. Name: Gxxx X. Needles, Jr. Title: President American Beacon Advisors Tri-Party Investment Sub-Advisory Agreement Brandywine Global Investment Management LLC American Beacon Diversified Flexible Bond Fund Schedule A To the American Beacon Funds Investment Advisory Agreement Among American Beacon Institutional Funds American Beacon Advisors, Inc. and Brandywine Global Investment Management, Management LLC American Beacon Funds (the “Trust”) shall pay compensation to Brandywine Global Investment Management, Management LLC (the “Adviser”) pursuant to Section 4 of the Amended and Restated Investment Advisory Agreement among the Trust, American Beacon Advisors, Inc. and the Adviser for rendering investment management services with respect to the American Beacon Diversified Flexible Bond Fund (the “Fund”) a fee of 0.55 of 1% for all Fund assets under Adviser’s management. If the management of the accounts commences or terminates at any time other than the beginning or end of a calendar month the fee shall be prorated based on the portion of such calendar quarter during which the Agreement was in accordance with the following annual percentage rates:force. Dated: as of April 30, 2015 Brandywine Global Investment American Beacon Advisors, Inc. Management, LLC By: /s/ Mxxx X. Xxxxxxxx By: /s/ Jxxxxxx X. Xxxxxxxx Name: Mxxx X. Xxxxxxxx Jxxxxxx X. Xxxxxxxx Title: Chief Administrative Officer Chief Operating Officer American Beacon Funds By: /s/ Gxxx X. Needles, Jr. Name: Gxxx X. Needles, Jr. Title: President

TRUST AND SHAREHOLDER LIABILITY. The Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Declaration of Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Portfolio, the obligations hereunder shall be limited to the respective assets of that Portfolio. The Adviser further agrees that they shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Portfolio, nor from the Trustees or any individual Trustee of the Trust. American Beacon Advisors Tri-Party Investment Sub-Advisory Agreement Brandywine Global Investment Management LLC American Beacon Diversified Fund IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first written above. Brandywine Global Investment Management, LLC American Beacon Advisors, Inc. Management, LLC By: /s/ Xxxx X. Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxx Name: Hxxxx Xxxx Jxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx Title: Managing Director Chief Administrative Officer President and Chief Operating Officer American Beacon Institutional Funds Trust By: /s/ Xxxx X. Needles, Jr. Name: Gxxx Xxxx X. Needles, Jr. Title: President American Beacon Advisors Tri-Party Investment Sub-Advisory Agreement Brandywine Global Investment Management LLC American Beacon Diversified Fund Schedule A To the American Beacon Funds Investment Advisory Agreement Among American Beacon Institutional Funds Trust, American Beacon Advisors, Inc. and Brandywine Global Investment Management, LLC American Beacon Institutional Funds Trust (the “Trust”) shall pay compensation to Brandywine Global Investment Management, LLC (the “Adviser”) pursuant to Section 4 of the Investment Advisory Agreement among the Trust, American Beacon Advisors, Inc. and the Adviser for rendering investment management services with respect to the American Beacon Diversified Fund in accordance with the following annual percentage rates:

TRUST AND SHAREHOLDER LIABILITY. The Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Declaration of Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Portfolio, the obligations hereunder shall be limited to the respective assets of that Portfolio. The Adviser further agrees that they shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Portfolio, nor from the Trustees or any individual Trustee of the Trust. A copy of the Declaration of Trust of the Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this instrument is not binding upon any of the Trustees, officers, or shareholders of the Trust individually. American Beacon Advisors Tri-Party Investment Sub-Advisory Agreement Brandywine Global Investment Management LLC American Beacon Diversified Fund Large Cap Value, Small Cap Value, and Balanced Funds IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first written above. Brandywine Global Investment American Beacon Advisors, Inc. Management, LLC By: /s/Xxxxx Xxxx By: /s/Xxxxxxx X. Xxxxxxxx Name: Hxxxx Xxxxx Xxxx Jxxxxxx Xxxxxxx X. Xxxxxxxx Title: Managing Director Chief Operating Officer American Beacon Institutional Funds By: /s/Xxxx X. Xxxxxxx, Xx. Name: Gxxx Xxxx X. NeedlesXxxxxxx, Jr. Xx. Title: President American Beacon Advisors Tri-Party Investment Sub-Advisory Agreement Brandywine Global Investment Management LLC American Beacon Diversified Fund Large Cap Value, Small Cap Value, and Balanced Funds Schedule A To the Amended and Restated American Beacon Funds Investment Advisory Agreement Among American Beacon Institutional Funds American Beacon Advisors, Inc. and Brandywine Global Investment Management, LLC American Beacon Funds (the “Trust”) shall pay compensation to Brandywine Global Investment Management, LLC (the “Adviser”) pursuant to Section 4 of the Amended and Restated Investment Advisory Agreement among the Trust, American Beacon Advisors, Inc. and the Adviser for rendering investment management services with respect to the American Beacon Diversified Large Cap Value Fund, American Beacon Small Cap Value Fund, and American Beacon Balanced Fund in accordance with the following annual percentage rates:

TRUST AND SHAREHOLDER LIABILITY. The Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Declaration of Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Portfolio, the obligations hereunder shall be limited to the respective assets of that Portfolio. The Adviser further agrees that they shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Portfolio, nor from the Trustees or any individual Trustee of the Trust. A copy of the Declaration of Trust of the Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this instrument is not binding upon any of the Trustees, officers, or shareholders of the Trust individually. American Beacon Advisors Tri-Party Investment Sub-Advisory Agreement Brandywine Global Investment Management LLC American Beacon Diversified Fund Large Cap Value, Small Cap Value, and Balanced Funds IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first written above. Brandywine Global Investment American Beacon Advisors, Inc. Management, LLC By: /s/ Hxxxx Xxxx By: /s/ Jxxxxxx X. Xxxxxxxx Name: Hxxxx Xxxx Jxxxxxx X. Xxxxxxxx Title: Managing Director Chief Operating Officer American Beacon Institutional Funds By: /s/ Gxxx X. Needles, Jr. Name: Gxxx X. Needles, Jr. Title: President American Beacon Advisors Tri-Party Investment Sub-Advisory Agreement Brandywine Global Investment Management LLC American Beacon Diversified Fund Large Cap Value, Small Cap Value, and Balanced Funds Schedule A To the American Beacon Funds Investment Advisory Agreement Among American Beacon Institutional Funds American Beacon Advisors, Inc. and Brandywine Global Investment Management, LLC American Beacon Funds (the “Trust”) shall pay compensation to Brandywine Global Investment Management, LLC (the “Adviser”) pursuant to Section 4 of the Amended and Restated Investment Advisory Agreement among the Trust, American Beacon Advisors, Inc. and the Adviser for rendering investment management services with respect to the American Beacon Diversified Large Cap Value Fund, American Beacon Small Cap Value Fund, and American Beacon Balanced Fund in accordance with the following annual percentage rates:

TRUST AND SHAREHOLDER LIABILITY. The Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Declaration of Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Portfolio, the obligations hereunder shall be limited to the respective assets of that Portfolio. The Adviser further agrees that they shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Portfolio, nor from the Trustees or any individual Trustee of the Trust. A copy of the Declaration of Trust of the Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this instrument is not binding upon any of the Trustees, officers, or shareholders of the Trust individually. PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS OF QUALIIFIED ELIGIBLE PERSONS, THIS BROCHURE OR ACCOUNT DOCUMENT IS NOT REQURIED TO BE, AND HAS NOT BEEN, FILED WITH THE COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE, CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISION HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR THIS BROCHURE OR ACCOUNT DOCUMENT. American Beacon Advisors Tri-Party Investment Sub-Advisory Agreement Brandywine Global Investment Management LLC American Beacon Diversified Small Cap Value Fund IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first written above. Brandywine Global Investment Management, LLC American Beacon Advisors, Inc. Management, LLC By: /s/ Xxxx X. Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxx Name: Hxxxx Xxxx Jxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx Title: Managing Director Chief Administrative Officer President and Chief Operating Officer American Beacon Institutional Funds By: /s/ Xxxx X. Needles, Jr. Name: Gxxx Xxxx X. Needles, Jr. Title: President American Beacon Advisors Tri-Party Investment Sub-Advisory Agreement Brandywine Global Investment Management LLC American Beacon Diversified Small Cap Value Fund Schedule A To the American Beacon Funds Investment Advisory Agreement Among American Beacon Institutional Funds American Beacon Advisors, Inc. and Brandywine Global Investment Management, LLC American Beacon Funds (the “Trust”) shall pay compensation to Brandywine Global Investment Management, LLC (the “Adviser”) pursuant to Section 4 of the Investment Advisory Agreement among the Trust, American Beacon Advisors, Inc. and the Adviser for rendering investment management services with respect to the American Beacon Diversified Small Cap Value Fund in accordance with the following annual percentage rates:: xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx Compensation shall be paid by the Trust to the Adviser monthly in arrears. In calculating the amount of assets under management solely for the purpose of determining the applicable percentage rate, there shall be included the assets of the American Beacon Small Cap Value Collective Investment Fund, which Investment Manager also manages. If the management of the accounts commences or terminates at any time other than the beginning or end of a calendar quarter, the fee shall be prorated based on the portion of such calendar quarter during which the Agreement was in force. American Beacon Advisors Tri-Party Investment Sub-Advisory Agreement Brandywine Global Investment Management LLC American Beacon Small Cap Value Fund Dated: as of July 31, 2020 Brandywine Global Investment American Beacon Advisors, Inc. Management, LLC By: /s/ Xxxx X. Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx Title: Chief Administrative Officer President and Chief Operating Officer American Beacon Funds By: /s/ Xxxx X. Needles, Jr. Name: Xxxx X. Needles, Jr. Title: President

TRUST AND SHAREHOLDER LIABILITY. The Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Declaration of Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Portfolio, the obligations hereunder shall be limited to the respective assets of that Portfolio. The Adviser further agrees that they shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Portfolio, nor from the Trustees or any individual Trustee of the Trust. American Beacon Advisors Tri-Party Investment Sub-Advisory Agreement Brandywine Global Investment Management LLC American Beacon Diversified Fund IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first written above. Brandywine Global Investment American Beacon Advisors, Inc. Management, LLC By: /s/ Hxxxx Xxxx By: /s/ Jxxxxxx X. Xxxxxxxx Name: Hxxxx Xxxx Jxxxxxx X. Xxxxxxxx Title: Managing Director Chief Operating Officer American Beacon Institutional Funds By: /s/ Gxxx X. Needles Name: Gxxx X. Needles, Jr. Title: President American Beacon Advisors Tri-Party Investment Sub-Advisory Agreement Brandywine Global Investment Management LLC American Beacon Diversified Fund Schedule A To the American Beacon Funds Investment Advisory Agreement Among American Beacon Institutional Funds American Beacon Advisors, Inc. and Brandywine Global Investment Management, LLC American Beacon Funds (the “Trust”) shall pay compensation to Brandywine Global Investment Management, LLC (the “Adviser”) pursuant to Section 4 of the Investment Advisory Agreement among the Trust, American Beacon Advisors, Inc. and the Adviser for rendering investment management services with respect to the American Beacon Diversified Fund in accordance with the following annual percentage rates: