0000950123-11-020808 Sample Contracts

AMENDED AND RESTATED AMERICAN BEACON FUNDS INVESTMENT ADVISORY AGREEMENT
American Beacon Funds Investment Advisory Agreement • March 1st, 2011 • American Beacon Funds

AGREEMENT dated the 12th day of September, 2008 and amended and restated this 14 day of January 2011, by and between American Beacon Advisors, Inc., a Delaware Corporation (the “Manager”), and Opus Capital Group, LLC (the “Adviser”);

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AMENDED AND RESTATED AMERICAN BEACON FUNDS INVESTMENT ADVISORY AGREEMENT
American Beacon Funds Investment Advisory Agreement • March 1st, 2011 • American Beacon Funds • Texas

AGREEMENT dated the 1st day of December, 2010 and amended and restated this 20th day of January 2011, by and between American Beacon Advisors, Inc., a Delaware Corporation (the “Manager”), and Brandes Investment Partners, L.P. (the “Adviser”);

AMERICAN BEACON FUNDS INVESTMENT ADVISORY AGREEMENT
American Beacon Funds Investment Advisory Agreement • March 1st, 2011 • American Beacon Funds

AGREEMENT made this 12th day of September, 2008 by and between American Beacon Advisors, Inc., a Delaware Corporation (the “Manager”), and Brandywine Global Investment Management LLC, a wholly owned subsidiary of Legg Mason, Inc. (the “Adviser”);

AMERICAN BEACON FUNDS INVESTMENT ADVISORY AGREEMENT
Funds Investment Advisory Agreement • March 1st, 2011 • American Beacon Funds • Texas

AGREEMENT made this 18 day of August 2010 by and between American Beacon Advisors, Inc., a Delaware Corporation (the “Manager”), and Evercore Asset Management, LLC (the “Adviser”);

AMERICAN BEACON FUNDS INVESTMENT ADVISORY AGREEMENT
Funds Investment Advisory Agreement • March 1st, 2011 • American Beacon Funds

AGREEMENT made this 12th day of September, 2008 by and between American Beacon Advisors, Inc., a Delaware Corporation (the “Manager”), and Causeway Capital Management LLC (the “Adviser”);

AMERICAN BEACON FUNDS INVESTMENT ADVISORY AGREEMENT
Funds Investment Advisory Agreement • March 1st, 2011 • American Beacon Funds

AGREEMENT made this 12th day of September, 2008 by and between American Beacon Advisors, Inc., a Delaware Corporation (the “Manager”), and Templeton Investment Counsel, LLC (the “Adviser”);

AMERICAN BEACON FUNDS INVESTMENT ADVISORY AGREEMENT
Funds Investment Advisory Agreement • March 1st, 2011 • American Beacon Funds

AGREEMENT made this 12th day of September, 2008 by and between American Beacon Advisors, Inc., a Delaware Corporation (the “Manager”), and Calamos Advisors LLC (the “Adviser”);

AMERICAN BEACON FUNDS INVESTMENT ADVISORY AGREEMENT
Funds Investment Advisory Agreement • March 1st, 2011 • American Beacon Funds

AGREEMENT made as of this 12th day of September, 2008 by and between American Beacon Advisors, Inc., a Delaware Corporation (the “Manager”), and The Boston Company Asset Management, LLC (the “Adviser”);

AMENDED AND RESTATED AMERICAN BEACON FUNDS INVESTMENT ADVISORY AGREEMENT
American Beacon Funds Investment Advisory Agreement • March 1st, 2011 • American Beacon Funds • Delaware

AGREEMENT dated the 3rd day of December, 2009 and amended and restated this 20th day of January 2011, by and between American Beacon Advisors, Inc., a Delaware Corporation (the “Manager”), and Standish Mellon Asset Management Company LLC (the “Adviser”);

FOURTH AMENDMENT TO DISTRIBUTION AGREEMENT
Distribution Agreement • March 1st, 2011 • American Beacon Funds

This Amendment (the “Amendment”) to the Distribution Agreement (the “Agreement”) dated as of the 31st 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 February 14, 2011 (the “Effective Date”).

AMENDED AND RESTATED AMERICAN BEACON FUNDS INVESTMENT ADVISORY AGREEMENT
American Beacon Funds Investment Advisory Agreement • March 1st, 2011 • American Beacon Funds

AGREEMENT dated the 6th day of March, 2009 and amended and restated this 20th day of January 2011, by and between American Beacon Advisors, Inc., a Delaware Corporation (the “Manager”), and Winslow Capital Management, Inc. (the “Adviser”);

AMENDMENT TO AMERICAN BEACON FUNDS INVESTMENT ADVISORY AGREEMENT
Beacon Funds Investment Advisory Agreement • March 1st, 2011 • American Beacon Funds

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

AMENDED AND RESTATED AMERICAN BEACON FUNDS INVESTMENT ADVISORY AGREEMENT
American Beacon Funds Investment Advisory Agreement • March 1st, 2011 • American Beacon Funds

AGREEMENT dated the 12th day of September, 2008 and amended and restated this 21st day of January 2011, by and between American Beacon Advisors, Inc., a Delaware Corporation (the “Manager”), and The Renaissance Group LLC, dba Renaissance Investment Management (the “Adviser”);

AMENDED AND RESTATED AMERICAN BEACON FUNDS INVESTMENT ADVISORY AGREEMENT
American Beacon Funds Investment Advisory Agreement • March 1st, 2011 • American Beacon Funds

AGREEMENT dated the 12th day of September, 2008 and amended and restated this 13th day of January 2011, by and between American Beacon Advisors, Inc., a Delaware Corporation (the “Manager”), and Franklin Advisers, Inc. (the “Adviser”);

AMERICAN BEACON FUNDS INVESTMENT ADVISORY AGREEMENT
American Beacon Funds Investment Advisory Agreement • March 1st, 2011 • American Beacon Funds

AGREEMENT made this 12th day of September, 2008 by and between American Beacon Advisors, Inc., a Delaware Corporation (the “Manager”), and Barrow, Hanley, Mewhinney & Strauss, Inc (the “Adviser”);

AMENDMENT TO AMERICAN BEACON FUNDS INVESTMENT ADVISORY AGREEMENT
Beacon Funds Investment Advisory Agreement • March 1st, 2011 • American Beacon Funds

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

AMERICAN BEACON FUNDS INVESTMENT ADVISORY AGREEMENT
American Beacon Funds Investment Advisory Agreement • March 1st, 2011 • American Beacon Funds

AGREEMENT made this 12th day of September, 2008 by and between American Beacon Advisors, Inc., a Delaware Corporation (the “Manager”), and Morgan Stanley Investment Management Inc. (the “Adviser”);

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