FIFTH AMENDMENT TO DISTRIBUTION AGREEMENT

FIFTH AMENDMENT TO
DISTRIBUTION AGREEMENT

This Amendment (the “Amendment”) to the Distribution Agreement (the “Agreement”) dated as of the 31^st day of March 2009,as amended, by and between American Beacon Funds, American Beacon Mileage Funds and American Beacon Select Funds, each a Massachusetts business trust that acts as an open-end investment company (each a “Client” and, collectively, the “Clients”) and Foreside Fund, Services, LLC, a Delaware limited liability company (“Foreside”) is entered into as of July 1, 2011 (the “Effective Date”).

     WHEREAS, Foreside and the Client(s) desire to amend Schedule 1 of the Agreement to remove a series and to add a new series to the American Beacon Funds; and

     WHEREAS, the parties may amend Schedule 1 in accordance with Section 7.5 of the Agreement;

     NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

	I.		Schedule 1 to the Agreement is hereby amended and restated as provided on Appendix A attached hereto;
	II.		All other terms and conditions of the Agreement remain in effect and are hereby incorporated herein by reference.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed in their names and on their behalf by and through their duly authorized officers, as of the Effective Date.

		American Beacon Funds,
		American Beacon Mileage Funds, and
		American Beacon Select Funds
		By:		/s/ Xxxx X. Needles, Jr.,
				Xxxx X. Needles, Jr., President
		FORESIDE FUND SERVICES, LLC
		By:		/s/ Xxxx Xxxxxxxxx
				Xxxx Xxxxxxxxx, President

AMERICAN BEACON FUNDS
AMERICAN BEACON MILEAGE FUNDS
AMERICAN BEACON SELECT FUNDS
DISTRIBUTION AGREEMENT

Appendix A
Funds and Classes of the Clients

As of July 1, 2011

Funds		Classes
American Beacon Funds
Balanced Fund		AMR, Institutional, Investor, Advisor, A, C, Y
Large Cap Value Fund		AMR, Institutional, Investor, Advisor, A, C, Y, Retirement
Large Cap Growth Fund		AMR, Institutional, A, C, Y
Mid-Cap Value Fund		AMR, Institutional, Investor, Advisor, A, C, Y
Small Cap Value Fund		AMR, Institutional, Investor, Advisor, A, C, Y, Retirement
S&P 500 Index Fund		Institutional, Investor
Small Cap Index Fund		Institutional
Evercore Small Cap Equity Fund		Institutional, Investor, A, C, Y
International Equity Index Fund		Institutional
International Equity Fund		AMR, Institutional, Investor, Advisor, A, C, Y, Retirement
Emerging Markets Fund		AMR, Institutional, Investor, A, C, Y
High Yield Bond Fund		AMR, Institutional, Investor, A, C, Y
Retirement Income and Appreciation Fund		Investor, A, C, Y
Treasury Inflation Protected Securities Fund		Institutional, Investor, A, C, Y
Intermediate Bond Fund		Institutional, Investor, A, C, Y
Short-Term Bond Fund		Institutional, Investor, A, C, Y
SiM High Yield Opportunities Fund		Institutional, Investor, A, C, Y
Flexible Bond Fund		Institutional, Investor, A, C, Y
Zebra Large Cap Equity Fund		Institutional, Investor, A, C, Y, Retirement
Zebra Small Cap Equity Fund		Institutional, Investor, A, C, Y, Retirement
American Beacon Mileage Funds
Money Market Mileage Fund		Mileage
American Beacon Select Funds
Money Market Select Fund		Select
U.S. Gov’t. Money Market Select Fund		Select