AMENDMENT TO AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT

AMENDMENT TO
AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT

This Amendment to Amended and Restated Administrative Services Agreement (the “Amendment”) is made as of December 7, 2010, by and among AMERICAN BEACON FUNDS, a Massachusetts business trust, AMERICAN BEACON MASTER TRUST, a Massachusetts business trust (together with American Beacon Funds, the “Trusts”), AMERICAN BEACON ADVISORS, INC., a Delaware corporation (“ABA”), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (“State Street”).

     WHEREAS, the Trusts, ABA, and State Street entered into an Amended and Restated Administrative Services Agreement dated as of March 1, 2005 (as amended, supplemented, restated or otherwise modified, the “Agreement”); and

     WHEREAS, the parties desire to amend certain provisions of the Agreement, as more particularly set forth below.

     NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter contained, the parties hereby agree as follows:

1. Amendment to Agreement.

(a) Service

     Clause (ii) of Section 2 (Service) of the Agreement is hereby deleted in its entirety and replaced with the following:

     (ii) to determine the amount of “liquid assets” held in each Fund’s Account consisting of cash, short-term holdings, United States Treasury securities, balances swept into money market funds, and variation margin held in that Account for futures transactions (“Liquid Assets”) as of 12 noon on each day the New York Stock Exchange is open for business;

(b) Schedules A and B of the Agreement are hereby deleted in their entirety and replaced with Schedules A and B attached hereto.

2. Termination of Agreement with respect to American Beacon Master Trust

Effective as of the date hereof, the Agreement is terminated with respect to American Beacon Master Trust, and all references to “Trusts” in the Agreement shall mean the Trust.

3. Miscellaneous.

(a) Except as expressly amended by this Amendment, all provisions of the Agreement shall remain in full force and effect. Capitalized terms used herein without definition shall have the meanings ascribed thereto in the Agreement.

(b) This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

AMERICAN BEACON FUNDS
on behalf of its series listed on Schedule B
AMERICAN BEACON MASTER TRUST

By:		/s/ Xxxx X. Needles, Jr.
		Xxxx X. Needles, Jr.
		President
By:		/s/ Xxxxxxx Xxxxx
		Xxxxxxx Xxxxx
		Treasurer
AMERICAN BEACON ADVISORS, INC.
By:		/s/ Xxxxxxxx Xxxxx
		Xxxxxxxx Xxxxx
		Secretary
STATE STREET BANK AND TRUST COMPANY
By:		/s/ Xxxxxxx X. Xxxxxx
		Xxxxxxx X. Xxxxxx
		Executive Vice President

SCHEDULE A

TO THE
AMENDED AND RESTATED
ADMINISTRATIVE SERVICES AGREEMENT

Updated: December 7, 2010

Statement of Intent/Operating Procedures

     State Street Bank and Trust Company (“State Street”) shall fulfill its duties set forth in the Amended and Restated Administrative Services Agreement dated March 1, 2005 (as amended, supplemented, restated or otherwise modified, the “Agreement”) by and among American Beacon Funds (the “Trust”), American Beacon Master Trust, American Beacon Advisors, Inc. (“ABA”), and State Street in accordance with the following:

I. Scope of the Engagement.

     The Trust is seeking to equitize the cash balances of certain of its mutual fund portfolios (each, a “Fund”). ABA, as authorized by the Trust, will manage the underlying cash balances and has directed State Street under the terms of the Agreement to purchase or sell futures or forwards contracts to maintain appropriate equity and currency exposure as directed by ABA under the Agreement. ABA hereby directs State Street to equitize the entire cash balance of each Fund in order to maintain exposure for each Fund’s liquid assets on a daily basis, and to purchase for each Fund, as needed, foreign exchange forwards contracts for the purpose of minimizing currency exposure, until otherwise directed in writing by ABA for each Fund.

For the Funds to be equitized, the equitized amounts, the futures contracts used, the list of approved futures commission merchants, and the benchmark for the use of forwards for currency exposure are listed below. ABA may in its judgment direct State Street to implement the equitization using futures or forwards contracts other than those listed below by providing written instruction to State Street.

II. Implementation.

     For a new Account of a Fund, ABA will direct State Street to equitize any initial portfolio cash balances, and, on an ongoing basis, State Street will buy and/or sell the appropriate number of approved contracts to reflect changes in the underlying cash balances using the procedures listed in Section III of this Schedule A. Such procedures may be modified by the mutual written consent of ABA and State Street. With respect to the International Equity Fund, a portfolio of American Beacon Funds, ABA hereby instructs that contracts to be purchased from the list set forth in Section VI of this Schedule A be purchased substantially in proportion to the capitalization weights of the ten countries as they comprise the Xxxxxx Xxxxxxx Capital International Europe, Asia and Far East Index plus Canada, excluding U.S. (the “EAFE Index”).

III. Daily Operating Procedures

Morning		State Street’s Mutual Fund Custody Group (MFG) determines level of Liquid Assets and transmits information to State Street’s SSgA Operations (“SSgA”).
Noon		MFG transfers appropriate excess cash per standing instructions by each Trust on behalf of its Fund into a cash sweep investment vehicle selected by ABA

		pursuant to a Proper Instruction, which may be a standing instruction, provided to State Street. MFG faxes liquidity position activity spreadsheet to SSgA and ABA.
12:00pm		MFG calls SSgA if spreadsheet will be delayed.
12:00-1:00pm		SSgA performs the following operational procedures on the document prepared by MFG:

•       Values on spreadsheet are validated;

•       Consistency checks are conducted;

•       Amounts are confirmed with ABA if special notice re-balancing is requested.

1:00pm		SSgA forwards activity spreadsheet to SSgA’s futures manager (“Futures Manager”).
1:00-1:30pm		In accordance with the Agreement, the Trust’s standing instructions, and any subsequent ABA instruction, Futures Manager loads cash balance data into trading system which calculates the number of futures and/or forwards contracts to be purchased or sold. Futures volume is determined by asset pool. Forwards volume is determined by currency exposure in each applicable country.
1:30pm		Futures Manager sends trades to one or more FCMs as specified in Section V below. In addition, the Futures Manager sends any forward trades to the SSgA currency trading desk.
4:45pm		Futures Manager electronically receives trade confirmation data from FCMs. Prices are confirmed. Trade information is sent to MFG to process.
8:00am(next day)		SSgA sends daily calculations of variation margin to MFG which confirms these calculations with the statements received from the FCMs. International futures and forward trades are confirmed by SSgA.

IV. Eligible Funds

Trust		Fund
AMERICAN BEACON FUNDS		Balanced Fund
		Large Cap Value Fund
		Large Cap Growth Fund
		International Equity Fund
		Small Cap Value Fund
		Mid-Cap Value Fund
		Emerging Markets Fund
		Zebra Large Cap Equity Fund
		Zebra Small Cap Equity Fund
		Global Real Estate Fund
		Evercore Small Cap Equity Fund

V. List of Approved Futures Contracts — American Beacon Funds

Portfolio		Futures Contract Used		FCM
Balanced		S&P 500		See Section VI
Large Cap Value		S&P 500
International Equity		Approved List of CFTC Futures Contracts — See Section VI
Mid-Cap Value		S&P 400
Small Cap Value		Xxxxxxx 2000
Emerging Markets		E-Mini MSCI Emerging Markets Index Futures
Zebra Large Cap Equity		S&P 500
Zebra Small Cap Equity		Xxxxxxx 2000
Global Real Estate Fund		S&P 400
Large Cap Growth		S&P 500
Evercore Small Cap Equity		Xxxxxxx 2000

VI. List of Approved Futures Contracts — American Beacon Funds/International Equity Fund

Country		Contract Name
U.K.		FTSE
Germany		DAX
France		CAC 40
Sweden		OMX
Italy Spain		MIB 30 IBEX 35
Japan		TOPIX
Hong Kong		Hang Seng
Australia		All Ords
Canada		TSE 35

VI. List of Approved Futures Commission Merchants

     X. Xxxxxxx, Xxxxx & Co.

     B. J.P. Xxxxxx Futures Inc.

     X. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated

		ACCEPTED AND APPROVED BY:
		AMERICAN BEACON FUNDS
		On behalf of its series on Schedule B,
		By:		/s/ Xxxx X. Needles, Jr.
				Xxxx X. Needles, Jr.
				President
		By:		/s/ Xxxxxxx Xxxxx
				Xxxxxxx Xxxxx
				Treasurer
		AMERICAN BEACON ADVISORS, INC.
		By:		/s/Xxxxxxxx Xxxxx
				Xxxxxxxx Xxxxx
				Secretary
		ACCEPTED AND APPROVED BY:
		STATE STREET BANK AND TRUST COMPANY
		By:		/s/Xxxxxxx X. Xxxxxx
				Name: Xxxxxxx X. Xxxxxx
				Title: Executive Vice President

DATED: December 7, 2010

SCHEDULE B

TO THE
AMENDED AND RESTATED
ADMINISTRATIVE SERVICES AGREEMENT

Updated: December 7, 2010

AMERICAN BEACON FUNDS		Balanced Fund
		Large Cap Value Fund
		Large Cap Growth Fund
		International Equity Fund
		Small Cap Value Fund
		Mid-Cap Value Fund
		Emerging Markets Fund
		Zebra Large Cap Equity Fund
		Zebra Small Cap Equity Fund
		Global Real Estate Fund
		Evercore Small Cap Equity Fund