AMENDMENT TO AMERICAN BEACON FUNDS INVESTMENT ADVISORY AGREEMENT

Exhibit (d)(2)(J)(ii)

AMENDMENT TO
AMERICAN BEACON FUNDS
INVESTMENT ADVISORY AGREEMENT

     This Amendment to the Investment Advisory Agreement (“Amendment”) by and between American Beacon Advisors, Inc., a Delaware corporation (the “Manager”), and Xxxxxx Xxxxxxx Investment Management Inc. (the “Adviser”), is effective as of January 1, 2009;

     Whereas, the Manager and the Adviser entered into an Investment Advisory Agreement dated September 12, 2008, (the “Agreement”), and they desire to further amend the Agreement as provided herein;

     Now therefore, in consideration of the mutual covenants and promises set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

	1.		Amendment. Schedule A to the Agreement is hereby deleted and replaced with the Schedule A attached hereto
	2.		Ratification and Confirmation of Agreement. Except as specifically set forth herein, the Agreement is hereby ratified and confirmed in all respects and shall remain in full force and effect.
	3.		Counterparts. This amendment may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

     IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment to be effective as of the 1^st day of January 2009.

XXXXXX XXXXXXX INVESTMENT MANAGEMENT INC.						AMERICAN BEACON ADVISORS, INC.
By		/s/ Xxxxx Xxxxxx				By		/s/ Xxxxxxx X. Xxxxx
Name:		Xxxxx Xxxxxx						Xxxxxxx X. Xxxxx
Title:		Managing Director						Executive Chairman

Schedule A
to the
American Beacon Funds
Investment Advisory Agreement
between
American Beacon Advisors, Inc.
and
Xxxxxx Xxxxxxx Investment Management Inc.

     American Beacon Advisors, Inc. shall pay compensation to Xxxxxx Xxxxxxx Investment Management Inc. (the “Adviser”) pursuant to section 3 of the Investment Advisory Agreement between said parties for rendering investment sub-advisory services with respect to the Emerging Markets Fund (the “Portfolio”) of the American Beacon Funds based on the following calculation:

0.90% per annum on the first $50 million
0.75% per annum on the next $50 million
0.70% per annum on the excess over $100 million

     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.

DATED: January 1, 2009