SECOND AMENDMENT TO AMERICAN BEACON FUNDS INVESTMENT ADVISORY AGREEMENT

Exhibit 99.(d)(2)(AA)(iii)

Execution Copy

SECOND AMENDMENT TO

AMERICAN BEACON FUNDS

INVESTMENT ADVISORY AGREEMENT

This Amendment to the American Beacon Funds Investment Advisory Agreement (“Amendment”) is effective as of January 24, 2020 by and among American Beacon Funds, a Massachusetts Business Trust (the “Trust”), American Beacon Advisors, Inc., a Delaware corporation (the “Manager”), and TwentyFour Asset Management (US) LP, a Delaware limited liability partnership (the “Adviser”);

WHEREAS, Manager and Adviser entered into an Investment Advisory Agreement dated as of April 3, 2017 (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.       Amendments to Agreement.

A. Schedule A is hereby deleted in its entirety and replaced with the revised Schedule A attached hereto.

B. Schedule B is hereby deleted in its entirety and replaced with the revised Schedule B attached hereto.

2.       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.

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Execution Copy

TwentyFour Asset Management (US) LP
By:	/s/ Xxxx Xxxxxx-Xxxxx		By:	/s/ Xxxx Xxxx
	Xxxx Xxxxxx-Xxxxx			Xxxx Xxxx
	Member of Board of Managers			Member of Board of Managers

American Beacon Advisors, Inc.
By:	/s/ Xxxxxxx X. Xxxxxxxx
	Xxxxxxx X. Xxxxxxxx
	President and Chief Operating Officer

American Beacon Funds
By:	/s/ Xxxx X. Needles, Jr.
	Xxxx X. Needles, Jr.
	President

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Execution Copy

Schedule A

To the

Investment Advisory Agreement

Among

American Beacon Funds

American Beacon Advisors, Inc.

and

TwentyFour Asset Management (US) LP

FUNDS UNDER MANAGMENT

The Adviser shall manage:

1.       American Beacon TwentyFour Strategic Income Fund, a series of American Beacon Funds, and

2.       American Beacon TwentyFour Short Term Bond Fund, a series of American Beacon Funds

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Execution Copy

Schedule B

To the

Investment Advisory Agreement

Among

American Beacon Funds

American Beacon Advisors, Inc.

and

TwentyFour Asset Management (US) LP

The American Beacon TwentyFour Strategic Income Fund and American Beacon TwentyFour Short Term Bond Fund (“the Fund”), each a series of American Beacon Funds (the “Trust”) shall pay TwentyFour Asset Management (US) LP (“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 Fund the following fee for all Fund assets under Adviser’s management.

1. American Beacon TwentyFour Strategic Income Fund

First $1 billion	0.320 of 1%
Over $1 billion	0.270 of 1%

2. American Beacon TwentyFour Short Term Bond Fund

First $200 million	0.200%
Next $200 million	0.185%
Next $700 million	0.175%
Thereafter	0.170%

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 month during which the Agreement was in force.

Dated: as of January 24, 2020
TwentyFour Asset Management (US) LP
By:	/s/ Xxxx Xxxxxx-Xxxxx		By:	/s/ Xxxx Xxxx
	Xxxx Xxxxxx-Xxxxx			Xxxx Xxxx
	Member of Board of Managers			Member of Board of Managers

American Beacon Advisors, Inc.
By:	/s/ Xxxxxxx X. Xxxxxxxx
	Xxxxxxx X. Xxxxxxxx
	President and Chief Operating Officer

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Execution Copy

American Beacon Funds
By:	/s/ Xxxx X. Needles, Jr.
	Xxxx X. Needles, Jr.
	President

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