0001133228-17-001416 Sample Contracts

Agreement and Declaration of Trust of American Beacon Institutional Funds Trust, a Delaware Statutory Trust Principal Place of Business: Suite 1200 Irving, Texas 75039 AGREEMENT AND DECLARATION OF TRUST OF AMERICAN BEACON FUNDS INSTITUTIONAL FUNDS TRUST
Agreement and Declaration of Trust • March 17th, 2017 • American Beacon Institutional Funds Trust • Delaware

THIS AGREEMENT AND DECLARATION OF TRUST is made as of January 11, 2017, for the purpose of forming a Delaware statutory trust in accordance with the provisions hereinafter set forth.

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INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • March 17th, 2017 • American Beacon Institutional Funds Trust • Texas

AGREEMENT made this day of March, 2017, by and among American Beacon Institutional Funds Trust, a Delaware Statutory Trust (“Trust”), American Beacon Advisors, Inc., a Delaware Corporation (the "Manager"), and Aristotle Capital Management, LLC, a Delaware limited liability company (the "Adviser");

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • March 17th, 2017 • American Beacon Institutional Funds Trust • Texas

AGREEMENT dated the ___ day of __________, 2017 by and among American Beacon Institutional Funds Trust, a Delaware Statutory Trust (the "Trust"), American Beacon Advisors, Inc., a Delaware Corporation (the "Manager"), and Templeton Investment Counsel, LLC (the "Adviser");

AMERICAN BEACON INSTITUTIONAL FUNDS TRUST MANAGEMENT AGREEMENT
Management Agreement • March 17th, 2017 • American Beacon Institutional Funds Trust • Texas

This Management Agreement (“Agreement”) is made as of February 28, 2017, by and among the American Beacon Institutional Funds Trust, a Delaware statutory trust (the “Trust”), on behalf of each series of the Trust listed on Schedule A hereto, as may be amended from time to time (each, a “Fund”), and American Beacon Advisors, Inc., a Delaware corporation (“Manager”).

AMERICAN BEACON INSTITUTIONAL FUNDS TRUST INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • March 17th, 2017 • American Beacon Institutional Funds Trust • Texas

AGREEMENT dated this ___ day of ___________, 2017 by and among American Beacon Institutional Funds Trust, a Delaware Statutory Trust (the "Trust"), American Beacon Advisors, Inc., a Delaware Corporation (the "Manager"), and Lazard Asset Management LLC (the "Adviser");

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • March 17th, 2017 • American Beacon Institutional Funds Trust • Texas

AGREEMENT dated the _____ day of __________, 2017 by and among American Beacon Institutional Funds Trust, a Delaware Statutory Trust (the “Trust”), American Beacon Advisors, Inc., a Delaware Corporation (the "Manager"), and Barrow, Hanley, Mewhinney & Strauss, LLC (the "Adviser");

AMERICAN BEACON INSTITUTIONAL FUNDS INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • March 17th, 2017 • American Beacon Institutional Funds Trust • Texas

AGREEMENT dated this ___ day of __________, 2017 by and among American Beacon Institutional Funds, a Delaware Statutory Trust (the "Trust"), 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");

TRANSFER AGENCY AND SERVICE AGREEMENT BETWEEN American Beacon Institutional Funds Trust AND STATE STREET BANK AND TRUST COMPANY
Transfer Agency and Service Agreement • March 17th, 2017 • American Beacon Institutional Funds Trust • Massachusetts

THIS AGREEMENT made as of the __ day of _______ 2017, by and between American Beacon Institutional Funds Trust (the “Fund”), a Delaware statutory trust having its principal office and place of business at _________________________________________, and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company having its principal office and place of business at 1 Lincoln Street, Boston, Massachusetts 02111 (the “Transfer Agent").

Custodian Agreement
Custodian Agreement • March 17th, 2017 • American Beacon Institutional Funds Trust • Massachusetts

This Agreement is made as of March __, 2017 (this “Agreement”) between AMERICAN BEACON INSTITUTIONAL FUNDS TRUST, a Delaware statutory trust (the “Trust”), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (the “Custodian”).

SECURITIES LENDING AUTHORIZATION AGREEMENT Between EACH AMERICAN BEACON INVESTMENT COMPANY LISTED ON SCHEDULE B, Acting Solely on Behalf of THEIR RESPECTIVE SERIES LISTED ON SCHEDULE B And STATE STREET BANK AND TRUST COMPANY
Securities Lending Authorization Agreement • March 17th, 2017 • American Beacon Institutional Funds Trust • Massachusetts

This Agreement shall be deemed for all purposes to constitute a separate and discrete agreement between State Street and each of the Funds listed on Schedule B to this Agreement as it may be amended by the parties, and no Fund shall be responsible or liable for any of the obligations of any other Fund under this Agreement or otherwise, notwithstanding anything to the contrary contained herein.

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • March 17th, 2017 • American Beacon Institutional Funds Trust • Texas

AGREEMENT dated this ___ day of __________, 2017 by and among American Beacon Institutional Trust, a Delaware Statutory Trust (the "Trust"), American Beacon Advisors, Inc., a Delaware Corporation (the "Manager"), and Hotchkis and Wiley Capital Management LLC (the "Adviser");

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