N-CSRS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSRS

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-4984

AMERICAN BEACON FUNDS

(Exact name of registrant as specified in charter)

4151 Amon Carter Boulevard, MD 2450
Fort Worth, Texas 76155
(Address of principal executive offices)-(Zip code)

GENE L. NEEDLES, JR., PRESIDENT
4151 Amon Carter Boulevard, MD 2450
Fort Worth, Texas 76155
(Name and address of agent for service)

Registrant’s telephone number, including area code: (817) 391-6100

Date of fiscal year end: October 31, 2011

Date of reporting period: April 30, 2011

About American Beacon Advisors

     Since 1986, American Beacon Advisors has offered a variety of products and investment advisory services to numerous institutional and retail clients, including a variety of mutual funds, corporate cash management, and separate account management.

     Our clients include defined benefit plans, defined contribution plans, foundations, endowments, corporations, financial planners, and other institutional investors. With American Beacon Advisors, you can put the experience of a multi-billion dollar asset management firm to work for your company.

Contents

Message from American Beacon		1
Market Performance Overview		2
Schedule of Investments		6
Additional Information	Back Cover

Any opinions herein, including forecasts, reflect our judgment as of the end of the reporting period and are subject to change. Each advisor’s strategies and the Fund’s portfolio composition will change depending on economic and market conditions. This report is not a complete analysis of market conditions and therefore, should not be relied upon as investment advice. Although economic and market information has been compiled from reliable sources, American Beacon Advisors, Inc. makes no representation as to the completeness or accuracy of the statements contained herein.

American Beacon Funds April 30, 2011

For the six-month period ended April 30, 2011:

Fellow Shareholders,

Over the past six months, the equity markets have generally rallied on, despite concerns for the pace of the global economic recovery, reoccurrences of sovereign debt worries, geopolitical unrest, inflation fears and the potential impact of Japan’s recent earthquake. Though challenging, these factors were offset by increasing reports of strength in corporate earnings and the persistence of the U.S. recovery.

The performance of our equity funds reflects this strength as well. It also reflects the American Beacon investment philosophy: that portfolios managed with a longer-term perspective tend to be better positioned for riding out the inevitable waves of economic and geopolitical upheaval.

     >> American Beacon Large Cap Value Fund (Institutional Class) rose 15.16%

Please note that the recent growth rate in the stock market has helped to produce short-term returns that are not typical and may not continue in the future.

While day-to-day volatility continues to influence the world’s equity and credit markets, American Beacon remains focused on seeking opportunities and meeting market challenges to deliver the type of consistency in performance and service our shareholders value.

Our process is summarized as: Oversight 360. It’s an ongoing commitment to cast a watchful and analytical eye over all the factors that influence our fellow shareholders’ investments.

Thank you for your continued investment in the American Beacon Funds. To obtain further details about the growing number of investment opportunities now available within the American Beacon Funds family or to access your account information, please visit our website at www.americanbeaconfunds.com.

Best Regards,
 

 

Gene L. Needles, Jr.
President
American Beacon Funds 

1

Domestic Equity Market Overview
April 30, 2011 (Unaudited)

     The stock market rallied over the six months ending April 30, 2011, with most indices posting their highest price levels in over two years. This performance was remarkable given the numerous challenges that arose during the period—multiple conflicts in the Middle East and Northern Africa, rising food and energy prices globally, concerns about rising debt risks both domestically and overseas, and the economic after-effects of Japan’s earthquake and tsunami. While some of these events took a tremendous toll in terms of human life and suffering, investors ultimately did not see them as leading to the derailment of the U.S. economic recovery.

     Although overall U.S. economic growth was only moderate during the period, improved profitability and stronger corporate balance sheets continued to provide positive momentum for the U.S. equity market. In addition, healthy business-to-business spending, especially in technology and manufacturing, added to positive returns.

     Exports had also been a bright spot for the overall economy. Growth in some overseas economies had been much stronger than in the U.S, which benefitted those companies with higher levels of overseas sales. Energy sector stocks in particular were big winners, thanks to rising oil prices. However, investor concerns for rapidly rising energy and commodity prices globally dampened overall market enthusiasm in the early part of 2011. By March, the stock market had climbed “the wall of worry,” boosted by corporate earnings and valuation levels. Ultimately, the S&P 500 Index rose 16.4% and the Russell 1000 Value Index gained 17.3% during the period.

     Corporate America’s strengthening financial position appeared to be the result of aggressive retrenchment during the economic crisis of 2008. During this period, S&P 500 companies amassed nearly $1 trillion of cash on their balance sheets. These same companies also announced over $260 billion in acquisitions and approved over $150 billion in share repurchases. Many companies have also expressed their intention to increase dividends and/or capital expenditures in the coming year—and some had actually already done so. This highlights a considerable mindset shift from a year ago, when management teams seemed satisfied stockpiling cash despite the paltry yield it was earning—a situation Japan had contended with for decades. Determining how companies will spend their cash is of great interest—and is critical to the market—in the near term, since the effectiveness of a company’s cash deployment will greatly influence its future stock performance.

     Also helping to propel the market over the past six months were: the extension of Bush-era tax rates and other measures for an additional two years by Congress; and the positive effects of the Federal Reserve’s second phase of quantitative easing (QE2). This occurred in spite of persistently high unemployment, sagging home sales, and continued fears over European Union sovereign debt risk.

     A self-sustaining recovery was leading the economic expansion, but one key critical variable for the economy and stock market remains domestic employment. Private sector employment had seen recent gains, but initial unemployment claims had been moving higher in recent reports. Yet, higher stock prices and the resulting wealth effect were fueling consumer spending. Businesses were returning capital to investors, bank lending had increased and consumer credit card delinquencies are down—all signs that U.S. economic activity is on stronger footing and could be poised for continued growth in 2011.

     Looking forward, the Federal Reserve’s QE2 program for direct purchases of Treasury bonds is set to finish at the end of June, and it remains to be seen whether this will have negative effects on interest rates. In addition, the ongoing debate in Washington, D.C. over the Federal budget and deficit reduction is likely to continue to attract investor interest and attention. Any significant progress on deficit reduction could be perceived as a major improvement in the economic fundamentals by the market.

2

Performance Overview
American Beacon Large Cap Value Fund^SM
April 30, 2011 (Unaudited)

     The Institutional Class of the Large Cap Value Fund returned 15.16% for the six months ended April 30, 2011, underperforming the Russell 1000^® Value Index (“Index”) return of 17.29% and the Lipper Large-Cap Value Funds Index return of 16.50%.

				Annualized Total Returns
				Periods Ended 4/30/11
	6 Months*			1 Year			5 Years			10 Years
Institutional Class(1,8)		15.16	%		14.42	%		1.73	%		5.61	%
Y Class (1,2,8)		15.13	%		14.27	%		1.69	%		5.59	%
Investor Class(1,8).		14.95	%		13.98	%		1.43	%		5.31	%
Advisor Class(1,3,8)		14.85	%		13.81	%		1.23	%		5.17	%
Retirement Class (1,4,8)		14.74	%		13.50	%		1.11	%		5.11	%
A Class with sales charge (1,5,8)		8.33	%		7.41	%		.23	%		4.68	%
A Class without sales charge (1,5,8)		14.91	%		13.94	%		1.42	%		5.30	%
C Class with sales charge (1,6,8)		13.39	%		12.23	%		1.30	%		5.24	%
C Class without sales charge (1,6,8)		14.39	%		13.23	%		1.30	%		5.24	%
AMR Class(1,8)		15.27	%		14.65	%		1.99	%		5.88	%
Lipper Large-Cap Value Funds Index (7)		16.50	%		14.98	%		1.87	%		3.02	%
Russell 1000 Value Index (7)		17.29	%		15.24	%		1.40	%		4.31	%

*	Not annualized
1.	Please note that the recent growth rate in the stock market has helped to produce short-term returns that are not typical and may not continue in the future. Performance shown is historical and may not be indicative of future returns. Investment returns and principal value will vary, and shares may be worth more or less at redemption than at original purchase. Performance shown is as of date indicated, and current performance may be lower or higher than the performance data quoted. To obtain performance as of the most recent month end, please visit www.americanbeaconfunds.com or call 1-800-967-9009. Fund performance in the table above does not reflect the deduction of taxes a shareholder would pay on distributions or the redemption of shares.
2.	Fund performance for the five-year and ten-year periods represents the total returns achieved by the Institutional Class from 4/30/01 up to 8/3/09, the inception date of the Y Class, and the returns of the Y Class since its inception. Expenses of the Y Class are higher than those of the Institutional Class. As a result, total returns shown may be higher than they would have been had the Y Class been in existence since 4/30/01.
3.	Fund performance for the ten-year period represents the total returns achieved by the Investor Class from 4/30/01 up to 6/1/05, the inception date of the Advisor Class, and the returns of the Advisor Class since its inception. Expenses of the Advisor Class are higher than those of the Investor Class. Therefore, total returns shown may be higher than they would have been had the Advisor Class been in existence since 4/30/01. A portion of the fees charged to the Advisor Class of the Fund was waived in 2005. Performance prior to waiving fees was lower than the actual returns shown for 2005.
4.	Fund performance for the five-year and ten-year periods represents the total returns achieved by the Investor Class from 4/30/01 through 5/31/05 and the Advisor Class from 6/1/05 up to 5/1/09, the inception date of the Retirement Class, and the returns of the Retirement Class since its inception. Expenses of the Retirement Class are higher than those of the Advisor and Investor Classes. As a result, total returns shown may be higher than they would have been had the Retirement Class been in existence since 4/30/01.
5.	Fund performance for the one-year, five-year, and ten-year periods represents the total returns achieved by the Investor Class from 4/30/01 through 5/17/10, the inception date of the A Class, and the returns of the A Class since its inception. Expenses of the A Class are higher than those of the Investor Class. As a result, total returns shown may be higher than they would have been had the A Class been in existence since 4/30/01. A Class shares have a maximum sales charge of 5.75%.
6.	Fund performance for the one-year, five-year, and ten-year periods represents the total returns achieved by the Investor Class from 4/30/01 through 9/1/10, the inception date of the C Class, and the returns of the C Class since its inception. Expenses of the C Class are higher than those of the Investor Class. As a result, total returns shown may be higher than they would have been had the C Class been in existence since 4/30/01. C Class has a maximum contingent deferred sales charge of 1.00% for shares redeemed within one year of the date of purchase.
7.	The Russell 1000 Value Index is an unmanaged index of those stocks in the Russell 1000 Index with lower price-to-book ratios and lower forecasted growth values. Russell 1000® Value Index and Russell 1000 Index are registered trademarks of the Frank Russell Company. The Lipper Large-Cap Value Funds Index tracks the results of the 30 largest mutual funds in the Lipper Large-Cap Value Funds category. Lipper is an independent mutual fund research and ranking service. One cannot directly invest in an index.
8.	The total annual Fund operating expense ratio set forth in the most recent Fund prospectus for the Institutional, Y, Investor, Advisor, Retirement, A, C, and AMR Class shares was 0.60%, 0.71%, 0.97% 1.11%, 1.38%, 1.07%, 1.88%, and 0.35% respectively. The expense ratios above may vary from the expense ratios presented in other sections of this report that are

3

Performance Overview
American Beacon Large Cap Value Fund^SM
April 30, 2011 (Unaudited)

based on expenses incurred during the period covered by this report.

     The Fund underperformed the Index primarily due to stock selection as sector allocation detracted minimal value relative to the Index. The Fund’s holdings in the Industrials, Energy and Information Technology sectors detracted the most value from performance. For the period the Fund owned the securities, companies in the Industrials sector with the greatest impact to the Fund’s relative underperformance were Northrop Grumman (up 4.9%), Boeing (up 12.9%) and Deere (up 7.6%). In the Energy sector, Weatherford International (up 23.8%), HESS (up 31.5%) and Marathon Oil (up 23.1%) for the period the Fund owned the securities, hurt performance most. In the Information Technology sector, Cisco Systems (down 22.5%), Hewlett Packard (down 3.3%) and Tyco Electronics (down 7.9% for the period the Fund owned the security) were the largest detractors. Good stock selection in the Consumer Staples sector, where Diageo (up 12.2%) and Imperial Tobacco Group (up 14.2%) were the largest contributors, added relative value.

     The Fund’s two times overweight in Information Technology, one of the poorer performing sectors in the Index, detracted value relative to the Index through sector allocation. An underweight in Utilities, the worst performing sector in the Index, added value to the Fund’s return; however, the positive return did not negate the aforementioned poor performance.

     The sub-advisors continue to invest in a broadly diversified portfolio of companies that they believe have attractive valuations and above-average earnings growth potential. This approach should allow the Fund to benefit over the longer term.

Top Ten Holdings

	% of
	Net Assets
JPMorgan Chase & Co.		3.4	%
ConocoPhillips		3.1	%
Wells Fargo & Co.		2.8	%
Bank of America Corp.		2.7	%
Vodafone Group plc.		2.3	%
Hewlett-Packard Co.		2.3	%
Pfizer, Inc.		2.3	%
Microsoft Corp.		1.9	%
International Business Machines Corp.		1.8	%
PNC Financial Services Group, Inc.		1.8	%

Sector Allocation

	% of Equities
Financials		25.5	%
Information Technology		12.3	%
Energy		11.9	%
Health Care		10.8	%
Industrials		10.3	%
Consumer Discretionary		8.5	%
Consumer Staples		8.2	%
Telecommunication Services		4.6	%
Utilities		4.3	%
Materials		3.6	%

4

Fund Expenses
American Beacon Large Cap Value Fund^SM
April 30, 2010 (Unaudited)

Fund Expense Example

     As a shareholder of the Fund, you incur two types of costs: (1) transaction costs and (2) ongoing costs, including management fees, administrative service fees, distribution (12b-1) fees, and other Fund expenses. The examples below are intended to help you understand the ongoing cost (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

     The examples are based on an investment of $1,000 invested at the beginning of the period in each Class and held for the entire period from November 1, 2010 through April 30, 2011.

Actual Expenses

     The “Actual” lines of the table provide information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. Shareholders of the Investor and Institutional Classes that invest in the Fund through an IRA may be subject to a custodial IRA fee of $15 that is typically deducted each December. If your account was subject to a custodial IRA fee during the period, your costs would have been $15 higher.

Hypothetical Example for Comparison Purposes

     The “Hypothetical” lines of the table provide information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed 5% per year rate of return before expenses (not the Fund’s actual return). You may compare the ongoing costs of investing in the Fund with other funds by contrasting this 5% hypothetical example and the 5% hypothetical examples that appear in the shareholder reports of the other funds. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. Shareholders of the Investor and Institutional Classes that invest in the Fund through an IRA may be subject to a custodial IRA fee of $15 that is typically deducted each December. If your account was subject to a custodial IRA fee during the period, your costs would have been $15 higher.

     You should also be aware that the expenses shown in the table highlight only your ongoing costs and do not reflect any transaction costs charged by the Fund. Similarly, the expense examples for other funds do not reflect any transaction costs charged by those funds, such as sales charges (loads), redemption fees or exchange fees. Therefore, the “Hypothetical” lines of the table are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. If you were subject to any transaction costs during the period, your costs would have been higher.

	Beginning				Expenses Paid
	Account Value		Ending Account		During Period*
	11/1/10		Value 4/30/11		11/1/10-4/30/11
Institutional Class
Actual	$	1,000.00	$	1,151.58	$	3.07
Hypothetical **	$	1,000.00	$	1,021.94	$	2.89
Y Class
Actual	$	1,000.00	$	1,151.32	$	3.66
Hypothetical **	$	1,000.00	$	1,021.39	$	3.44
Investor Class
Actual	$	1,000.00	$	1,149.53	$	5.03
Hypothetical **	$	1,000.00	$	1,020.12	$	4.73
Advisor Class
Actual	$	1,000.00	$	1,148.49	$	5.73
Hypothetical **	$	1,000.00	$	1,019.46	$	5.38
Retirement Class
Actual	$	1,000.00	$	1,147.43	$	7.12
Hypothetical **	$	1,000.00	$	1,018.16	$	6.70
AMR Class
Actual	$	1,000.00	$	1,152.71	$	1.74
Hypothetical **	$	1,000.00	$	1,023.18	$	1.63
A Class
Actual	$	1,000.00	$	1,149.11	$	5.71
Hypothetical **	$	1,000.00	$	1,019.48	$	5.37
C Class
Actual	$	1,000.00	$	1,143.90	$	9.64
Hypothetical **	$	1,000.00	$	1,015.82	$	9.06

*

Expenses are equal to the Fund’s annualized expense ratios for the six-month period of 0.58%, 0.69%, 0.94%, 1.07%, 1.34%, 0.33%, 1.07% and 1.81% for the Institutional, Y, Investor, Advisor, Retirement, AMR, A and C Classes respectively, multiplied by the average account value over the period, multiplied by the number derived by dividing the number of days in the most recent fiscal half-year (181) by days in the year (365) to reflect the half year period.

**

5% return before expenses.

5

American Beacon Large Cap Value Fund^SM
Schedule of Investments
April 30, 2011 (Unaudited)

	Shares		Value
			($000)
COMMON STOCK — 96.22%
CONSUMER DISCRETIONARY — 7.80%
Auto Components — 0.68%
Johnson Controls, Inc.		802,425		32,900
Magna International, Inc.		616,200		31,580
				64,480
Automobiles — 0.63%
General Motors Co.A		830,423		26,648
Toyota Motor Corp., ADRB		414,600		33,036
				59,684
Hotels, Restaurants & Leisure — 1.19%
Carnival Corp.		961,000		36,585
McDonald’s Corp.		549,481		43,030
Wyndham Worldwide Corp.		970,580		33,592
				113,207
Household Durables — 0.11%
Pulte Group, Inc.		229,660		1,867
Stanley Black & Decker, Inc.		116,714		8,479
				10,346
Leisure Equipment & Products — 0.06%
Hasbro, Inc.		122,607		5,743
Media — 1.60%
CBS Corp.		1,451,800		36,614
Comcast Corp.		1,736,200		42,624
Omnicom Group, Inc.		204,227		10,046
The Interpublic Group of Cos Inc.		1,075,500		12,637
The Walt Disney Co.		290,325		12,513
Time Warner Cable, Inc.		394,600		30,830
Viacom, Inc., Class B		133,050		6,807
				152,071
Multiline Retail — 1.03%
JC Penney Co., Inc.		1,640,600		63,080
Kohl’s Corp.		62,032		3,270
Target Corp.		646,000		31,719
				98,069
Specialty Retail — 2.50%
Abercrombie & Fitch Co.		493,080		34,910
Advance Auto Parts, Inc.		69,046		4,520
Best Buy Co, Inc.		984,100		30,724
Home Depot, Inc.		946,267		35,144
RadioShack Corp.		1,028,100		16,254
Staples, Inc.		171,687		3,629
The Gap, Inc.		4,485,700		104,248
The Sherwin-Williams Co.		100,666		8,284
				237,713
Total Consumer Discretionary				741,313
CONSUMER STAPLES — 7.92%
Beverages — 2.00%
Diageo plc, ADRB		1,153,016		93,821
PepsiCo, Inc.		1,398,590		96,349
				190,170
Food & Drug Retailing — 2.20%
CVS Caremark Corp.		2,569,163		93,106
Safeway, Inc.		1,083,000		26,328
Sysco Corp.		436,740		12,626
Walgreen Co.		42,503		1,816
Wal-Mart Stores, Inc.		1,360,760		74,815
				208,691
Food Products — 0.62%
General Mills, Inc.		352,465		13,598
Kellogg Co.		125,169		7,168
Kraft Foods, Inc.		679,900		22,832
Nestle S.A., ADRB		187,082		11,637
The JM Smucker Co.		52,957		3,975
				59,210
Household Products — 0.20%
Kimberly-Clark Corp.		212,800		14,058
The Procter & Gamble Co.		81,579		5,294
				19,352
Personal Products — 0.02%
Avon Products, Inc.		70,780		2,080
Tobacco — 2.88%
Altria Group, Inc.		1,699,722		45,621
Imperial Tobacco Group plc, ADRB		1,238,300		87,795
Philip Morris International, Inc.		1,935,741		134,417
Reynolds American, Inc.		138,295		5,132
				272,965
Total Consumer Staples				752,468
ENERGY — 11.54%
Energy Equipment & Services — 0.65%
Cobalt International Energy, Inc.A		1,245,500		17,437
Transocean Ltd.		613,471		44,630
				62,067
Oil & Gas — 10.89%
Apache Corp.		111,641		14,890
BP plc, ADRB		2,489,400		114,861
Chevron Corp.		1,083,557		118,584
ConocoPhillips		3,775,796		298,024
EOG Resources, Inc.		69,786		7,880
Exxon Mobil Corp.		1,071,046		94,252
Hess Corp.		121,919		10,480
Marathon Oil Corp.		124,600		6,733
Occidental Petroleum Corp.		952,658		108,879
Royal Dutch Shell plc, ADRB		1,551,700		121,591
Spectra Energy Corp.		3,465,800		100,647
Total S.A., ADRB		583,400		37,472
				1,034,293
Total Energy				1,096,360
FINANCIALS — 24.65%
Banks — 8.65%
Bank of America Corp.		20,655,212		253,646
Fifth Third Bancorp		1,790,100		23,755
First Horizon National Corp.		1,261,300		13,811
KeyCorp.		2,137,574		18,533
PNC Financial Services Group, Inc.		2,682,463		167,225
SunTrust Banks, Inc.		1,522,530		42,920
The Bank of New York Mellon Corp.		794,677		23,014
Wells Fargo & Co.		9,147,231		266,275
Zions Bancorporation		515,200		12,597
				821,776

6

American Beacon Large Cap Value Fund
Schedule of Investments
April 30, 2011 (Unaudited)

	Shares		Value
			($000)
Diversified Financials — 9.22%
American Express Co.		1,890,900		92,805
BlackRock, Inc.		16,953		3,322
Capital One Financial Corp.		1,731,600		94,770
Citigroup, Inc.		27,078,768		124,292
JPMorgan Chase & Co.		7,022,754		320,448
Mastercard, Inc.		58,724		16,201
Morgan Stanley		2,410,100		63,024
SLM Corp.		2,741,100		45,475
State Street Corp.		1,017,934		47,385
The Goldman Sachs Group Inc.		411,527		62,145
The Western Union Co.		275,774		5,860
				875,727
Insurance — 6.00%
ACE Ltd.		694,766		46,723
AON Corp.		187,366		9,775
Chubb Corp.		100,990		6,584
Genworth Financial, Inc.		3,181,900		38,787
Hartford Financial Services Group, Inc.		1,887,650		54,685
Lincoln National Corp.		1,224,600		38,244
MetLife, Inc.		2,716,310		127,096
Prudential Financial, Inc.		571,788		36,263
The Allstate Corp.		2,661,800		90,075
The Travelers Cos., Inc.		627,379		39,701
XL Group plc		3,378,900		82,513
				570,446
Real Estate — 0.78%
Annaly Capital Management, Inc.C		2,768,500		49,390
Chimera Investment Corp.C		6,091,800		24,672
				74,062
Total Financials				2,342,011
HEALTH CARE — 10.48%
Biotechnology — 0.46%
Amgen, Inc.		771,000		43,831
Health Care Equipment & Supplies — 2.07%
Baxter International, Inc.		1,409,400		80,196
Becton Dickinson and Co.		105,635		9,078
Covidien plc		361,000		20,104
Medtronic, Inc.		1,769,159		73,862
St Jude Medical, Inc.		159,486		8,523
Thermo Fisher Scientific, Inc.		74,200		4,451
				196,214
Health Care Providers & Services — 0.57%
Quest Diagnostics, Inc.		86,792		4,893
WellPoint, Inc.		636,400		48,869
				53,762
Pharmaceuticals — 7.38%
Abbott Laboratories		342,129		17,804
Bristol-Myers Squibb Co.		1,589,000		44,651
Eli Lilly & Co.		1,583,500		58,605
GlaxoSmithKline plc, ADRB		89,853		3,923
Johnson & Johnson		2,399,391		157,688
Merck & Co, Inc.		3,774,145		135,681
Novartis AG, ADRB		998,900		59,105
Pfizer, Inc.		10,470,027		219,452
Roche Holding AG, ADRB		113,511		4,601
				701,510
Total Health Care				995,317
INDUSTRIALS — 9.92%
Aerospace & Defense — 3.38%
Huntington Ingalls Industries, Inc.A		143,504		5,740
Lockheed Martin Corp.		1,539,056		121,971
Northrop Grumman Corp.		861,027		54,770
Raytheon Co.		1,506,500		73,141
The Boeing Co.		526,100		41,972
United Technologies Corp.		249,455		22,346
				319,940
Air Freight & Couriers — 0.38%
FedEx Corp.		379,900		36,345
Commercial Services & Supplies — 0.08%
Dun & Bradstreet Corp.		64,481		5,299
RR Donnelley & Sons Co.		110,793		2,090
				7,389
Construction & Engineering — 0.02%
Fluor Corp.		32,232		2,254
Electrical Equipment — 0.51%
TE Connectivity Ltd.		1,357,500		48,666
Industrial Conglomerates — 3.12%
3M Co.		717,874		69,785
General Electric Co.		5,315,000		108,691
Honeywell International, Inc.		1,507,408		92,299
Tyco International Ltd.		526,900		25,681
				296,456
Machinery — 2.38%
Cummins, Inc.		184,900		22,221
Danaher Corp.		180,307		9,960
Eaton Corp.		119,554		6,400
Illinois Tool Works, Inc.		775,600		45,303
ITT Corp.		1,151,300		66,534
PACCAR, Inc.		1,427,630		75,821
				226,239
Road & Rail — 0.05%
Canadian National Railway Co.		65,158		5,045
Total Industrials				942,334
INFORMATION TECHNOLOGY — 11.78%
Communications Equipment — 0.46%
Cisco Systems, Inc.		2,475,984		43,478
Computers & Peripherals — 4.74%
Apple, Inc.		156,070		54,348
Hewlett-Packard Co.		5,464,029		220,583
International Business Machines Corp.		1,024,276		174,721
				449,652
Electronic Equipment & Instruments — 0.24%
Avnet, Inc.		636,200		23,107
IT Consulting & Services — 0.24%
Accenture plc		405,328		23,156
Office Electronics — 0.29%
Xerox Corp.		2,773,000		27,980
Semiconductor Equipment & Products — 2.79%
Applied Materials, Inc.		1,727,100		27,098
ASML Holding N.V.		426,650		17,817
Intel Corp.		6,380,497		147,964

7

American Beacon Large Cap Value Fund^SM
Schedule of Investments
April 30, 2011 (Unaudited)

	Shares		Value
			($000)
Micron Technology, Inc.		4,058,500		45,820
Texas Instruments, Inc.		748,600		26,598
				265,297
Software — 3.02%
CA, Inc.		3,040,403		74,764
Microsoft Corp.		6,830,000		177,716
Oracle Corp.		953,334		34,368
				286,848
Total Information Technology				1,119,518
MATERIALS — 3.47%
Chemicals — 1.90%
Air Products & Chemicals, Inc.		413,388		39,487
Celanese Corp.		435,000		21,715
EI du Pont de Nemours & Co.		888,800		50,474
PPG Industries, Inc.		272,779		25,824
The Dow Chemical Co.		1,057,200		43,335
				180,835
Metals & Mining — 0.94%
Cliffs Natural Resources, Inc.		658,100		61,677
Newmont Mining Corp.		479,400		28,098
				89,775
Paper & Forest Products — 0.63%
International Paper Co.		1,923,600		59,401
Total Materials				330,011
TELECOMMUNICATION SERVICES — 4.47%
Diversified Telecommunication Services — 2.13%
AT&T, Inc.		4,830,959		150,339
Nokia OYJ, ADRB		2,651,000		24,469
Verizon Communications, Inc.		728,986		27,541
				202,349
Wireless Telecommunication Services — 2.34%
Vodafone Group plc, ADRB		7,622,754		221,975
Total Telecommunication Services				424,324
UTILITIES — 4.19%
CenterPoint Energy, Inc.		2,967,300		55,192
Dominion Resources, Inc.		1,627,780		75,562
Edison International		1,128,500		44,316
Entergy Corp.		428,400		29,868
Exelon Corp.		1,975,200		83,254
PG&E Corp.		208,754		9,619
PPL Corp.		1,087,415		29,828
Public Service Enterprise Group, Inc.		2,202,146		70,843
Total Utilities				398,482
Total Common Stock (Cost $8,251,659)				9,142,138
PREFERRED STOCK — 0.47%
CONSUMER DISCRETIONARY — 0.46%
General Motors Co.		878,825		43,774
UTILITIES — 0.01%
PPL Corp.		18,398		1,043
Total Preferred Stock (Cost $45,491)				44,817

	Shares
SHORT-TERM INVESTMENTS — 2.95%
American Beacon U.S. Government Money Market Select Fund D		50,000,000		50,000
JPMorgan U.S. Government Money Market Fund		229,883,483		229,883
Total Short-Term Investments (Cost $279,883)				279,883
TOTAL INVESTMENTS — 99.64% (Cost $8,577,033)				9,466,838
OTHER ASSETS, NET OF LIABILITIES — 0.36%				33,792
TOTAL NET ASSETS — 100.00%			$	9,500,630

Percentages are stated as a percent of net assets.

A	Non-income producing security.
B	ADR — American Depositary Receipt
C	REIT
D	The Fund is affiliated by having the same investment advisor.

8

American Beacon Large Cap Value Fund
Schedule of Investments
April 30, 2011 (Unaudited)

						Unrealized
Futures Contracts	Number of					Appreciation/
(dollars in thousands)	Contracts		Expiration Date	Value		(Depreciation)
S&P 500 Mini E Index Future		4,421	June, 2011		300,562		15,605
					300,562		15,605

9

American Beacon Large Cap Value Fund
Statement of Assets and Liabilities
April 30, 2011 (in thousands, except share and per share amounts) (Unaudited)

Assets:
Investments in unaffiliated securities, at value A	$	9,416,838
Investments in affiliated securities, at value B		50,000
Cash		14
Deposit with brokers for futures contracts		19,606
Receivable for investments sold		13,258
Dividends and interest receivable		9,669
Receivable for fund shares sold		15,310
Receivable for tax reclaims		583
Receivable for variation margin on open futures contracts		1,044
Prepaid expenses		166
Total assets		9,526,488
Liabilities:
Payable for investments purchased		14,066
Payable for fund shares redeemed		5,426
Management and investment advisory fees payable (Note 2)		2,145
Administrative service and service fees payable (Note 2)		3,299
Professional fees payable		119
Other liabilities		803
Total liabilities		25,858
Net assets	$	9,500,630
Analysis of Net Assets:
Paid-in-capital		10,000,798
Undistributed net investment income		48,705
Accumulated net realized loss		(1,454,283	)
Unrealized appreciation of investments, futures contracts, and foreign currency		905,410
Net assets	$	9,500,630
Shares outstanding (no par value):
Institutional Class		188,217,198
Y Class		901,826
Investor Class		236,968,809
Advisor Class		7,721,381
Retirement Class		29,548
AMR Class		29,295,510
A Class		156,817
C Class		31,724
Net asset value, offering and redemption price per share:
Institutional Class	$	21.09
Y Class	$	21.03
Investor Class	$	20.02
Advisor Class	$	19.86
Retirement Class	$	19.79
AMR Class	$	20.86
A Class (net asset value and redemption price)	$	20.07
A Class (offering price)	$	21.29
C Class	$	20.06

A    Cost of investments in unaffiliated securities	$	8,527,033
B    Cost of investments in affiliated securities	$	50,000

10

American Beacon Large Cap Value Fund
Statement of Operations
Six Months Ended April 30, 2011 (in thousands) (Unaudited)

Investment Income:
Dividend income from unaffiliated securities (net of foreign taxes)*	$	101,200
Dividend income from affiliated securities		25
Interest income		17
Total investment income		101,242
Expenses:
Management and investment advisory fees (Note 2)		10,280
Administrative service fees (Note 2):
Institutional Class		5,496
Y Class		13
Investor Class		6,711
Advisor Class		210
Retirement Class		1
AMR Class		145
A Class		4
C Class		1
Transfer agent fees:
Institutional Class		84
Y Class		1
Investor Class		122
Advisor Class		4
AMR Class		15
Custody and fund accounting fees		508
Professional fees		200
Registration fees and expenses		99
Service fees (Note 2):
Y Class		4
Investor Class		8,234
Advisor Class		175
A Class		2
Distribution fees (Note 2):
Advisor Class		175
A Class		3
C Class		2
Retirement Class		1
Prospectus and shareholder reports		207
Insurance fees		99
Trustee fees		304
Other expenses		277
Total expenses		33,377
Net investment income		67,865
Realized and unrealized gain (loss) on investments:
Net realized gain (loss) from:
Investments		538,715
Commission recapture (Note 1)		76
Futures contracts		64,033
Change in net unrealized appreciation or depreciation of:
Investments		573,740
Futures contracts		(4,676	)
Net gain on investments		1,171,888
Net increase in net assets resulting from operations	$	1,239,753
* Foreign taxes	$	581

11

American Beacon Large Cap Value Fund
Statement of Changes in Net Assets (in thousands)

	Six Months Ended			Year Ended
	April 30, 2011			October 31, 2010
	(unaudited)
Increase (Decrease) in Net Assets:
Operations:
Net investment income	$	67,865		$	115,549
Net realized gain (loss) on investments, futures contracts, and foreign currency transactions		602,824			(62,309	)
Change in net unrealized appreciation of investments, futures contracts, and foreign currency translations		569,064			992,998
Net increase in net assets resulting from operations		1,239,753			1,046,238
Distributions to Shareholders:
Net investment income:
Institutional Class		(47,238	)		(40,440	)
Y Class		(27	)		(15	)
Investor Class		(48,747	)		(61,616	)
Advisor Class		(1,398	)		(1,747	)
AMR Class		(8,633	)		(10,649	)
A Class		(13	)		—
Net distributions to shareholders		(106,056	)		(114,467	)
Capital Share Transactions:
Proceeds from sales of shares		1,096,111			2,598,273
Reinvestment of dividends and distributions		101,485			109,446
Cost of shares redeemed		(1,026,404	)		(2,099,289	)
Net increase in net assets from capital share transactions		171,192			608,430
Net increase in net assets		1,304,889			1,540,201
Net Assets:
Beginning of period		8,195,741			6,655,540
End of Period *	$	9,500,630		$	8,195,741
* Includes undistributed net investment income of	$	48,705		$	86,896

See accompanying notes

12

American Beacon Large Cap Value Fund
Notes to Financial Statements
April 30, 2011 (Unaudited)

1. Organization and Significant Accounting Policies

     American Beacon Funds (the “Trust”) is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, (the “Act”) as a diversified, open-end management investment company. These financial statements and notes to the financial statements relate to the American Beacon Large Cap Value Fund (the “Fund”), a series of the Trust.

     American Beacon Advisors, Inc. (the “Manager”) is a wholly-owned subsidiary of Lighthouse Holdings, Inc. and was organized in 1986 to provide business management, advisory, administrative and asset management consulting services to the Trust and other investors.

Class Disclosure

     The Fund has multiple classes of shares designed to meet the needs of different groups of investors. The following table sets forth the differences amongst the classes:

Class:	Offered to:
Institutional Class	Investors making an initial investment of $250,000
Y Class	Investors making an initial investment of $100,000
Investor Class	General public and investors investing through an intermediary
Advisor Class	Investors investing through an intermediary
Retirement Class	Investors investing through an intermediary
AMR Class	Investors in the tax-exempt retirement and benefit plans of the Manager, AMR Corporation, and its affiliates
A Class	General public and investors investing through an intermediary with applicable sales charges
C Class	General public and investors investing through an intermediary with applicable sales charges

     Administrative service fees, service fees and distribution fees vary amongst the classes as described more fully in footnote 2.

Security Valuation

     Investments are valued at the close of the New York Stock Exchange (the “Exchange”), normally 4 p.m. ET, each day that the Exchange is open for business. Equity securities for which market quotations are available are valued at the last sale price or official closing price (closing bid price or last evaluated quote if no sale has occurred) on the primary market or exchange on which they trade.

     Debt securities (other than short-term securities) normally are valued on the basis of prices provided by an independent pricing service and may take into account appropriate factors such as institution-size trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other market data. The prices of debt securities may be determined using quotes obtained from brokers.

     Investments in mutual funds are valued at the closing net asset value per share of the mutual fund on the day of valuation. Investment grade short-term obligations with 60 days or less to maturity are valued using the amortized cost method, which approximates fair value.

     Securities for which market prices are not readily available or are not reflective of the fair value of the security, as determined by the Manager, will be priced at fair value following procedures approved by the Board of Trustees (the “Board”).

13

American Beacon Large Cap Value Fund
Notes to Financial Statements
April 30, 2011 (Unaudited)

Valuation Inputs

     Various inputs may be used to determine the value of the Fund’s investments. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.

Level 1 —	Quoted prices in active markets for identical securities.
Level 2 —	Prices determined using other significant observable inputs. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, and others.
Level 3 —	Prices determined using other significant unobservable inputs. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

     The Fund’s investments are summarized by level based on the inputs used to determine their values. During the period there were no significant transfers between levels. As of April 30, 2011, the Fund’s investments were classified as follows: (in thousands)

	Level 1		Level 2		Level 3		Total
Short Term Investments	$	279,883	$	—	$	—	$	279,883
Common Stock		9,142,138		—		—		9,142,138
Preferred Stock		44,817		—		—		44,817
Total Investments in Securities	$	9,466,838	$	—	$	—	$	9,466,838
Futures Contracts		15,605		—		—		15,605

Security Transactions and Investment Income

     Security transactions are recorded on the trade date of the security purchase or sale. The Fund may purchase securities with delivery or payment to occur at a later date. At the time the Fund enters into a commitment to purchase a security, the transaction is recorded, and the value of the security is reflected in the net asset value. The value of the security may vary with market fluctuations.

     Dividend income, net of foreign taxes, is recorded on the ex-dividend date except certain dividends from foreign securities which are recorded as soon as the information is available to the Fund. Interest income is earned from settlement date, recorded on the accrual basis, and adjusted, if necessary, for accretion of discounts and amortization of premiums. For financial and tax reporting purposes, realized gains and losses are determined on the basis of specific lot identification.

Futures Contracts

     Futures contracts are contracts to buy or sell a standard quantity of securities at a specified price on a future date. The Fund may enter into financial futures contracts as a method for keeping assets readily convertible to cash if needed to meet shareholder redemptions or for other needs while maintaining exposure to the stock or bond market, as applicable. The primary risks associated with the use of futures contracts are the possibility of illiquid markets or imperfect correlation between the values of the contracts and the underlying securities, or that the counterparty will fail to perform its obligations.

     Upon entering into a futures contract, the Fund is required to set aside or deposit with a broker an amount, termed the initial margin, which typically represents 5% of the face value of the futures contract. The Fund represents this amount on the Statement of Assets and Liabilities as deposit with broker for futures contracts. Payments to and from the broker, known as variation margin, are required to be made on a daily basis as the price of the futures contract fluctuates. Changes in initial settlement values are accounted for as unrealized appreciation (depreciation) until the contracts are terminated, at which time realized gains and

14

American Beacon Large Cap Value Fund
Notes to Financial Statements
April 30, 2011 (Unaudited)

losses are recognized. Futures contracts are valued at the most recent settlement price established each day by the exchange on which they are traded.

Values of Derivative Instruments not accounted for as hedging instruments as of April 30, 2011 (in thousands)

	Liability
Statement of Assets and Liabilities	Derivatives	Fair Value
Unrealized appreciation of investments, futures contracts, and foreign currency	Equity Contracts*	$	15,605

Effect of derivative instruments not accounted for as hedging instruments during the year ended April 30, 2011 (in thousands)

Statement of Operations	Derivative	Fair Value
Net realized gain (loss) from futures contracts	Equity Contracts	$	64,033
Change in net unrealized appreciation or depreciation of futures contracts	Equity Contracts		($4,676	)

* Includes cumulative appreciation/depreciation of futures contracts as reported in the Schedule of Investments footnotes. Only current day’s variation margin is reported within the Statement of Assets and Liabilities.

Dividends to Shareholders

     Dividends from net investment income of the Fund normally will be declared and paid at least annually. Distributions, if any, of net realized capital gains are generally paid at least annually and recorded on the ex-dividend date.

Commission Recapture

     The Fund has established brokerage commission recapture arrangements with certain brokers or dealers. If the Fund’s investment advisor chooses to execute a transaction through a participating broker, the broker rebates a portion of the commission back to the Fund. Any collateral benefit received through participation in the commission recapture program is directed exclusively to the Fund. This amount is reported with the net realized gain in the Fund’s Statement of Operations.

Allocation of Income, Expenses, Gains and Losses

     Income, expenses (other than those attributable to a specific class), gains and losses are allocated daily to each class of shares based upon the relative proportion of net assets represented by such class. Operating expenses directly attributable to a specific class are charged against the operations of that class.

Use of Estimates

     The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ from those estimated.

Other

     Under the Trust’s organizational documents, its officers and directors are indemnified against certain liability arising out of the performance of their duties to the Trust. In the normal course of business, the Trust enters into contracts that provide indemnification to the other party or parties against potential costs or liabilities. The Trust’s maximum exposure under these arrangements is dependent on claims that may be made in the future and, therefore, cannot be estimated. The Trust has had no prior claims or losses pursuant to any such agreement.

15

American Beacon Large Cap Value Fund
Notes to Financial Statements
April 30, 2011 (Unaudited)

2. Transactions with Affiliates

Management Agreement

     The Trust and the Manager are parties to a Management Agreement that obligates the Manager to provide or oversee the provision of investment advisory and portfolio management services. Investment assets of the Fund are managed by multiple investment advisors that have entered into separate investment advisory agreements with the Manager. As compensation for performing the duties required under the Management Agreement, the Manager receives from the Fund an annualized fee equal to 0.05% of the average daily net assets plus amounts paid by the Manager to the investment advisors hired by the Manager to direct investment activities of the Funds. Management fees paid during the six months ended April 30, 2011 were as follows (dollars in thousands):

		Amounts paid to	Net Amounts
Management	Management	Investment	Retained by
Fee Rate	Fee	Advisors	Manager
0.175%-0.65%	$10,280	$8,064	$2,216

Administrative Services Agreement

     The Manager and the Trust entered into an Administrative Services Agreement which obligates the Manager to provide or oversee administrative services to the Fund. As compensation for performing the duties required under the Administrative Services Agreement, the Manager receives an annualized fee of 0.30% of the average daily net assets of the Institutional, Y, Investor, Advisor, and Retirement Classes of the Fund, 0.40% of the average daily net assets of the A and C Classes of the Fund and 0.05% of the average daily net assets of the AMR Class of the Fund.

Distribution Plans

     The Fund, except for the Advisor, Retirement, A and C Classes of the Fund, has adopted a “defensive” Distribution Plan (the “Plan”) in accordance with Rule 12b-1 under the Act, pursuant to which no fees may be charged to the Fund for distribution purposes. However, the Plan authorizes the management and administrative service fees received by the Manager and the investment advisors hired by the Manager to be used for distribution purposes. Under this Plan, the Fund does not intend to compensate the Manager or any other party, either directly or indirectly, for the distribution of Fund shares.

     Separate Distribution Plan (the “Distribution Plans”) have been adopted pursuant to Rule 12b-1 under the Act for the Advisor, Retirement, A, and C Classes of the Fund. Under the Distribution Plans, as compensation for distribution assistance, the Manager receives an annual fee of 0.25% of the average daily net assets of the Advisor and A Classes, 0.50% of the average daily net assets of the Retirement Class, and 1.00% of the average daily net assets of the C Class. The fee will be payable without regard to whether the amount of the fee is more or less than the actual expenses incurred in a particular month by the Manager for distribution assistance. Distribution fees for the Retirement Class for the six months ended April 30, 2011 was less than $500.

Service Plans

     The Manager and the Trust entered into Service Plans that obligate the Manager to oversee additional shareholder servicing of the Y, Investor, Advisor, Retirement, A and C Classes. As compensation for performing the duties required under the Service Plans, the Manager receives 0.10% of the average daily net assets of the Y Class, 0.15% of the average daily net assets of the A and C Classes, 0.25% of the average daily net assets of the Advisor and Retirement Classes and up to 0.375% of the average daily net assets of the Investor Class of the

16

American Beacon Large Cap Value Fund
Notes to Financial Statements
April 30, 2011 (Unaudited)

Fund. Services fees for the Retirement and C Classes for the six months ended April 30, 2011 were less than $500.

Investment in Affiliated Funds

     The Fund may invest in the American Beacon Money Market Select Fund (the “MM Select Fund”) and the American Beacon US Government Money Market Select Fund (the “USG Select Fund”), (collectively the “Select Funds”). The Select Funds and the Fund have the same investment advisor and therefore, are considered to be affiliated. The Manager serves as investment advisor to the Select Funds and receives from the Select Funds an annualized fee of 0.09% of its average daily net assets of the Select Funds. During the six months ended April 30, 2011, the Manager earned fees from the Select Funds totaling $26,000.

Interfund Lending Program

     Pursuant to an exemptive order issued by the Securities and Exchange Commission (“SEC”), the Fund, along with other registered investment companies having management contracts with the Manager, may participate in an interfund lending program as a borrower. This program provides an alternative credit facility allowing the Fund to borrow from other participating Funds. For the six months ended April 30, 2011, the Fund did not utilize the credit facility.

Expense Reimbursement Plan

     The Fund has adopted an Expense Reimbursement Plan whereby the manager may seek repayment of fees waived or expenses reimbursed for a period of up to three years. However, reimbursement will occur only if the Class’ average net assets have grown or expenses have declined sufficiently to allow reimbursement without causing its expense ratio to exceed the previously agreed upon contractual expense limit. During the six months ended April 30, 2011, there were no fees waived or reimbursed expenses subject to potential recovery.

3. Federal Income and Excise Taxes

     It is the policy of the Fund to qualify as a regulated investment company by complying with all applicable provision of the Code, and to make distribution of taxable income sufficient to relieve it from substantially all federal income and excise taxes. For federal income tax purposes each Fund is treated as a single entity for the purpose of determining such qualifications.

     The Fund does not have any unrecognized tax benefits in the accompanying financial statements. Each of the tax years in the four year period ended October 31, 2010 remains subject to examination by the Internal Revenue Service. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in “Other expenses” on the Statement of Operations.

     Dividends are categorized in accordance with income tax regulations which may treat certain transactions differently than U.S. generally accepted accounting principles. Accordingly, the character of distributions and composition of net assets for tax purposes may differ from those reflected in the accompanying financial statements.

     The tax character of distributions paid during the six months ended April 30, 2011 and the fiscal year ended October 31, 2010 were as follows (in thousands):

17

American Beacon Large Cap Value Fund
Notes to Financial Statements
April 30, 2011 (Unaudited)

	Six Months Ended		Year Ended
	April 30,		October 31,
	2011		2010
Distributions paid from:	(unaudited)
Ordinary income*
Institutional Class	$	47,238	$	40,440
Y Class		27		15
Investor Class		48,747		61,616
Advisor Class		1,398		1,747
AMR Class		8633		10,649
A Class		13		—
Total distributions paid	$	106,056	$	114,467

* For tax purposes, short-term capital gains are considered ordinary income distributions.

As of April 30, 2011, the components of distributable earnings on a tax basis were as follows (in thousands):

Cost basis of investments for federal income tax purposes	$	8,803,462
Unrealized appreciation		1,249,922
Unrealized depreciation		(586,546	)
Net unrealized appreciation/(depreciation)		663,376
Undistributed ordinary income		48,706
Undistributed long-term gain/(loss)		(1,227,890	)
Other temporary differences		15,640
Distributable earnings	$	(500,168	)

     Financial reporting records are adjusted for permanent book/tax differences to reflect tax character. Financial records are not adjusted for temporary differences. The temporary differences between financial reporting and tax-basis reporting of unrealized appreciation/(depreciation) are attributable primarily to the tax deferral of losses from wash sales and the realization for tax purposes of unrealized gains/(losses) on certain derivative instruments.

     Due to inherent differences in the recognition of income, expenses and realized gains/losses under U.S. generally accepted accounting principles and federal income tax regulations, permanent differences between book and tax reporting have been identified and appropriately reclassified on the Statement of Assets and Liabilities.

     Accordingly, the following amounts represent current year permanent differences derived from Section 732 basis adjustments that have been reclassified as of April 30, 2011 (in thousands):

Paid-in-capital	$	4
Undistributed net investment income		—
Accumulated net realized gain (loss)		(4	)
Unrealized appreciation (depreciation) of investments, futures contracts and foreign currency		—

     At April 30, 2011, the capital loss carry forward position of the Fund for federal income tax purposes was $485,419, $684,423, and $42,443 expiring in 2016, 2017, and 2018, respectively (in thousands). The Fund utilized $559,273 of net capital loss carryovers for the six months ended April 30, 2011.

4. Investment Transactions

The aggregate cost of purchases and proceeds from sales of investments, other than short-term obligations, for the six months ended April 30, 2011 were (in thousands) $6,060,332 and $5,751,114, respectively.

18

American Beacon Large Cap Value Fund
Notes to Financial Statements
April 30, 2011 (Unaudited)

     A summary of the Fund’s direct transactions in the Select Funds for the six months ended April 30, 2011 is set forth below (in thousands):

	October 31, 2010						April 30, 2011
Affiliate	Shares/Market Value		Purchases		Sales		Shares/Market Value
USG Select Fund	$	60,000	$	—	$	10,000	$	50,000

5. Capital Share Transactions

     The tables below summarize the activity in capital shares for each Class of the Fund (dollars and shares in thousands):

Six months Ended April 30, 2011

	Institutional Class						Y Class						Investor Class						Advisor Class
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		22,378		$	446,225			828		$	16,527			31,861		$	599,498			966		$	18,240
Reinvestment of dividends		2,273			44,274			1			27			2,547			47,168			75			1,372
Shares redeemed		(17,789	)		(353,354	)		(42	)		(824	)		(32,548	)		(617,579	)		(652	)		(12,324	)
Net increase (decrease) in shares outstanding		6,862		$	137,145			787		$	15,730			1,860		$	29,087			389		$	7,288

	Retirement Class						AMR Class						A Class						C Class
	Shares			Amount			Shares			Amount			Shares			Amount			Shares		Amount
Shares sold		31		$	579			628		$	12,396			111		$	2,084			30	$	562
Reinvestment of dividends		—			—			448			8,633			1			11			—		—
Shares redeemed		(2	)		(31	)		(2,164	)		(42,278	)		(1	)		(13	)		—		(1	)
Net increase (decrease) in shares outstanding		29		$	548			(1,088	)	$	(21,249	)		111		$	2,082			30	$	561

Year Ended October 31, 2010

	Institutional Class						Y Class						Investor Class						Advisor Class
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		67,332		$	1,191,741			199		$	3,527			80,103		$	1,343,174			1,315		$	21,942
Reinvestment of dividends		2,134			36,957			1			15			3,645			60,109			105			1,716
Shares redeemed		(24,252	)		(425,661	)		(85	)		(1,472	)		(93,570	)		(1,565,806	)		(1,557	)		(26,092	)
Net increase (decrease) in shares outstanding		45,214		$	803,037			115		$	2,070			(9,822	)	$	(162,523	)		(137	)	$	(2,434	)

	Retirement Class				AMR Class						A Class				C Class
	Shares		Amount		Shares			Amount			Shares		Amount		Shares		Amount
Shares sold		—	$	1		2,145		$	37,065			46	$	786		2	$	37
Reinvestment of dividends		—		—		623			10,649			—		—		—		—
Shares redeemed		—		—		(4,647	)		(80,258	)		—		—		—		—
Net increase (decrease) in shares outstanding		—	$	1		(1,879	)	$	(32,544	)		46	$	786		2	$	37

19

American Beacon Large Cap Value Fund
Financial Highlights
(For a share outstanding throughout the period)

	Institutional Class
	Six Months
	Ended
	April 30,			Year Ended October 31,
	2011F			2010			2009			2008			2007			2006
	(unaudited)
Net asset value, beginning of period	$	18.56		$	16.32		$	15.01		$	26.03		$	23.77		$	21.00
Income from investment operations:
Net investment incomeA		0.17			0.32			0.35			0.51			0.40			0.31
Net gains (losses) on securities (both realized and unrealized)		2.62			2.22			1.40			(10.41	)		2.78			3.48
Total income (loss) from investment operations		2.79			2.54			1.75			(9.90	)		3.18			3.79
Less distributions:
Dividends from net investment income		(0.26	)		(0.30	)		(0.44	)		(0.41	)		(0.31	)		(0.26	)
Distributions from net realized gains on securities		—			—			—			(0.71	)		(0.61	)		(0.76	)
Total distributions		(0.26	)		(0.30	)		(0.44	)		(1.12	)		(0.92	)		(1.02	)
Net asset value, end of period	$	21.09		$	18.56		$	16.32		$	15.01		$	26.03		$	23.77
Total return B		15.16	%C		15.68	%		12.41	%		(39.59	)%		13.76	%		18.69	%
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	3,969,122		$	3,366,011		$	2,221,162		$	2,038,539		$	2,493,451		$	958,830
Ratios to average net assets (annualized):
Expenses, net of waivers		0.58	%		0.59	%		0.61	%		0.58	%		0.59	%		0.60	%
Expenses, before waivers		0.58	%		0.59	%		0.61	%		0.58	%		0.59	%		0.60	%
Net investment income, net of waivers		1.71	%		1.73	%		2.36	%		2.19	%		1.82	%		1.86	%
Net investment income (loss), before waivers		1.71	%		1.73	%		2.36	%		2.19	%		1.82	%		1.86	%
Portfolio turnover rate		67	%C		28	%		27	%		28	%		20	%		26	%

A	For purposes of this calculation, through October 31, 2007, the change in undistributed net investment income per share was derived by dividing the change in undistributed net investment income by average shares outstanding.
B	Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable.
C	Not annualized.
D	Portfolio turnover rate is for the period from November 1, 2008 through October 31, 2009.
E	Annualized.
F	On December 1, 2010, MFS Institutional Advisors, Inc. assumed management of the Large Cap Value Fund’s assets previously managed by Metropolitan West Capital Management, LLC.

20

Y Class									Investor Class
Six
Months			Year			August
Ended			ended			03 to			Six Months
April			October			October			Ended April			Year Ended October 31,
30, 2011F			31, 2010			31, 2009			30, 2011F			2010			2009			2008			2007			2006
(unaudited)									(unaudited)
$	18.49		$	16.32		$	15.59		$	17.61		$	15.51		$	14.29		$	24.83		$	22.74		$	20.16
	0.26			0.29			0.06			0.13			0.23			0.28			0.41			0.35			0.28
	2.52			2.22			0.67			2.49			2.12			1.34			(9.88	)		2.63			3.31
	2.78			2.51			0.73			2.62			2.35			1.62			(9.47	)		2.98			3.59
	(0.24	)		(0.34	)		—			(0.21	)		(0.25	)		(0.40	)		(0.36	)		(0.28	)		(0.25	)
	—			—			—			—			—			—			(0.71	)		(0.61	)		(0.76	)
	(0.24	)		(0.34	)		—			(0.21	)		(0.25	)		(0.40	)		(1.07	)		(0.89	)		(1.01	)
$	21.03		$	18.49		$	16.32		$	20.02		$	17.61		$	15.51		$	14.29		$	24.83		$	22.74
	15.13	%C		15.50	%		4.68	%C		14.95	%C		15.27	%		11.99	%		(39.72	)%		13.46	%		18.44	%
$	18,962		$	2,123		$	1		$	4,743,713		$	4,140,584		$	3,798,632		$	3,594,565		$	5,198,835		$	2,586,410
	0.69	%		0.70	%		0.68	%E		0.94	%		0.96	%		0.93	%		0.83	%		0.83	%		0.85	%
	0.69	%		0.70	%		0.68	%E		0.94	%		0.96	%		0.93	%		0.83	%		0.83	%		0.85	%
	1.38	%		1.51	%		1.58	%E		1.34	%		1.36	%		2.05	%		1.94	%		1.59	%		1.61	%
	1.38	%		1.51	%		1.58	%E		1.34	%		1.36	%		2.05	%		1.94	%		1.59	%		1.61	%
	67	%C		28	%		27	%D		67	%C		28	%		27	%		28	%		20	%		26	%

21

American Beacon Large Cap Value Fund
Financial Highlights
(For a share outstanding throughout the period)

	Advisor Class																		Retirement Class
	Six																		Six
	Months																		Months			Year
	Ended																		Ended			ended
	April 30,			Year Ended October 31,															April 30,			October
	2011G			2010			2009			2008			2007			2006			2011G			31, 2010
	(unaudited)																		(unaudited)
Net asset value, beginning of period	$	17.47		$	15.39		$	14.19		$	24.70		$	22.64		$	20.13		$	17.32		$	15.36
Income from investment operations:
Net investment income (loss)A		0.12			0.21			0.26			0.32			0.28			0.26			0.15			0.18
Net gains (losses) on securities (both realized and unrealized)		2.46			2.10			1.32			(9.79	)		2.62			3.27			2.40			2.07
Total income (loss) from investment operations		2.58			2.31			1.58			(9.47	)		2.90			3.53			2.55			2.25
Less distributions:
Dividends from net investment income		(0.19	)		(0.23	)		(0.38	)		(0.33	)		(0.23	)		(0.26	)		(0.08	)		(0.29	)
Distributions from net realized gains on securities		—			—			—			(0.71	)		(0.61	)		(0.76	)		—			—
Total distributions		(0.19	)		(0.23	)		(0.38	)		(1.04	)		(0.84	)		(1.02	)		(0.08	)		(0.29	)
Net asset value, end of period	$	19.86		$	17.47		$	15.39		$	14.19		$	24.70		$	22.64		$	19.79		$	17.32
Total return B		14.85	%C		15.14	%		11.81	%		(39.87	)%		13.16	%		18.18	%		14.74	%C		14.78	%
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	153,338		$	128,080		$	114,945		$	99,416		$	99,854		$	39,077		$	585		$	2
Ratios to average net assets (annualized):
Expenses, net of waivers		1.07	%		1.10	%		1.10	%		1.08	%		1.08	%		1.09	%		1.34	%		1.37	%
Expenses, before waivers		1.07	%		1.10	%		1.12	%		1.08	%		1.08	%		1.09	%		1.34	%		1.37	%
Net investment income, net of waivers		1.21	%		1.23	%		1.86	%		1.69	%		1.32	%		1.39	%		0.80	%		0.95	%
Net investment income (loss), before waivers		1.21	%		1.23	%		1.84	%		1.69	%		1.32	%		1.39	%		0.80	%		0.95	%
Portfolio turnover rate		67	%C		28	%		27	%		28	%		20	%		26	%		67	%C		28	%

A	For purposes of this calculation, through October 31, 2007, the change in undistributed net investment income per share was derived by dividing the change in undistributed net investment income by average shares outstanding.
B	Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable.
C	Not annualized.
D	Annualized.
E	Portfolio turnover rate is for the period from November 1, 2008 through October 31, 2009.
F	Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.
G	On December 1, 2010, MFS Institutional Advisors, Inc. assumed management of the Large Cap Value Fund’s assets previously managed by Metropolitan West Capital Management, LLC.

22

			A Class						C Class
			Six						Six
May 01			Months			May 17			Months			September
to			Ended			to			Ended			01 to
October			April 30,			October			April 30,			October
31, 2009			2011G			31, 2010			2011G			31, 2010
			(unaudited)						(unaudited)
$	12.66		$	17.61		$	16.93		$	17.58		$	16.17
	0.08			0.12			0.03			0.05			(0.01	)
	2.62			2.49			0.65			2.48			1.42
	2.70			2.61			0.68			2.53			1.41
	—			(0.15	)		—			(0.05	)		—
	—			—			—			—			—
	—			(0.15	)		—			(0.05	)		—
$	15.36		$	20.07		$	17.61		$	20.06		$	17.58
	21.33	%		14.91	%C		4.02	%C		14.39	%C		8.72	%C
$	1		$	3,147		$	814		$	636		$	38
	1.37	%D		1.07	%		1.06	%D		1.81	%		1.87	%D
	1.37	%D		1.07	%		1.06	%D		1.81	%		2.14	%D
	1.15	%D		1.13	%		1.09	%D		0.28	%		(0.50	)%D
	1.15	%D		1.13	%		1.09	%D		0.28	%		(0.76	)%D
	27	%E		67	%C		28	%F		67	%C		28	%F

23

American Beacon Large Cap Value Fund
Financial Highlights
(For a share outstanding throughout the period)

	AMR Class
	Six
	Months
	Ended
	April 30,			Year Ended October 31,
	2011D			2010			2009			2008			2007			2006
	(unaudited)
Net asset value, beginning of period	$	18.37		$	16.14		$	14.88		$	25.80		$	23.55		$	20.78
Income from investment operations:
Net investment incomeA		0.19			0.34			0.37			0.51			0.45			0.35
Net gains (losses) on securities (both realized and unrealized)		2.59			2.22			1.38			(10.26	)		2.76			3.47
Total income (loss) from investment operations		2.78			2.56			1.75			(9.75	)		3.21			3.82
Less distributions:
Dividends from net investment income		(0.29	)		(0.33	)		(0.49	)		(0.46	)		(0.35	)		(0.29	)
Distributions from net realized gains on securities		—			—			—			(0.71	)		(0.61	)		(0.76	)
Total distributions		(0.29	)		(0.33	)		(0.49	)		(1.17	)		(0.96	)		(1.05	)
Net asset value, end of period	$	20.86		$	18.37		$	16.14		$	14.88		$	25.80		$	23.55
Total return B		15.27	%C		16.04	%		12.59	%		(39.43	)%		14.03	%		19.08	%
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	611,127		$	558,089		$	520,799		$	497,127		$	972,260		$	1,024,899
Ratios to average net assets (annualized):
Expenses, net of waivers		0.33	%		0.34	%		0.36	%		0.32	%		0.32	%		0.34	%
Expenses, before waivers		0.33	%		0.34	%		0.36	%		0.32	%		0.32	%		0.34	%
Net investment income, net of waivers		1.97	%		1.98	%		2.62	%		2.44	%		2.13	%		2.18	%
Net investment income (loss), before waivers		1.97	%		1.98	%		2.62	%		2.44	%		2.13	%		2.18	%
Portfolio turnover rate		67	%C		28	%		27	%		28	%		20	%		26	%

A	For purposes of this calculation, through October 31, 2007, the change in undistributed net investment income per share was derived by dividing the change in undistributed net investment income by average shares outstanding.
B	Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable.
C	Not annualized.
D	On December 1, 2010, MFS Institutional Advisors, Inc. assumed management of the Large Cap Value Fund’s assets previously managed by Metropolitan West Capital Management, LLC.

24

Disclosure Regarding the Board of Trustees’ Approval of Investment Advisory Agreement
(Unaudited)

          At the November 22, 2010 meeting of the Board, the Manager proposed that the Board approve the appointment of MFS Institutional Advisors, Inc. (“MFS”) as an investment advisor to the American Beacon Large Cap Value Fund. At that meeting, the Manager also recommended that the Board terminate the investment advisory agreement with Metropolitan West Capital Management (“MetWest”), dated November 18, 2008. The Manager’s recommendation to terminate MetWest was predicated on the departure of MetWest’s lead large cap value portfolio strategist and Chief Investment Officer.

The Board reviewed the information provided by MFS in connection with their consideration of MFS and the MFS Agreement. The Board considered, among other materials, responses by MFS to inquiries requesting:

• a description of the advisory and related services proposed to be provided to the Fund;

• a description of how MFS anticipates handling the transition of the portion of the Fund’s portfolio that was previously managed by MetWest to MFS and the extent to which current holdings will be maintained or sold;

• identification of the professional personnel to perform services for the Fund and their education, experience and responsibilities;

• a comparison of the performance of accounts similar to the Fund managed by MFS with the performance of applicable indices;

• an analysis of the proposed advisory fee, a comparison to the fees charged to other comparable clients and an explanation of any differences between the fee schedules;

• whether MFS charges a lower advisory fee to other clients for which it provides services comparable to the services proposed for the Fund and, if so, an explanation of the rationale for charging the other clients a lower fee;

• a description of the portfolio managers’ compensation, including any incentive arrangements, and if compensation is tied to performance, a description of the oversight mechanisms to prevent a manager with lagging performance from taking undue risks;

• a description of MFS’ compliance program and matters, as well as its trading activities; and

• any other information MFS believed would be material to the Board’s consideration of the MFS Agreement.

The Board considered multiple factors when evaluating MFS and in approving the MFS Agreement, including that the Manager had screened a number of large cap value advisors to identify MFS. The Board considered MFS’ experience in managing large cap value assets, its reputation and financial condition, the past performance of similar accounts managed by MFS, its overall capabilities to perform the services under the MFS Agreement and its willingness to perform those services for the Fund. A discussion of certain of the key factors relating to the Board’s selection of MFS and approval of the MFS Agreement follows.

Nature, extent and quality of the services to be provided by MFS. The Board considered MFS’ investment philosophy and investment process, as well as the background and experience of the personnel who will be assigned responsibility for managing the portion of the Fund’s assets allocated to MFS. The Board also considered information regarding MFS’ principal business activities, its reputation, financial condition, infrastructure, its overall capabilities to perform the services under the MFS Agreement and the adequacy of its compliance program. In addition, the Board took into consideration MFS’ representation that it has experience with several methods of transitioning portfolios from one sub-advisor to another, that it will work with management to determine the most appropriate transition process for the Fund and that it will transition the Fund in a manner consistent with the existing portfolios managed by the remaining sub-advisors to the Fund. The Board also took into consideration the Manager’s recommendation on behalf of MFS. MFS also represented that current staffing levels would be sufficient to service the Fund. Based on this information, the Board concluded that the nature, extent and quality of the advisory services to be provided by MFS were appropriate for the Fund in light of its investment objective, and, thus, supported a decision to approve the MFS Agreement.

Performance of MFS. The Board evaluated MFS’ historical investment performance record in managing assets utilizing a large cap value mandate. In particular, the Board evaluated the one-, three- and five-year performance of several mutual funds and private accounts that have similar investment objectives and policies to the Fund (the “Large Cap Value Composite”), as compared to the Russell 1000 Value Index (the “Index”). The Board noted that the accounts in the Large Cap Value Composite underperformed the Index for the one-year period and outperformed the Index for the three- and five-year periods ended September 30, 2010. The Board also considered MFS’ rationale for the underperformance of the accounts in the Large Cap Value Composite for the one-year period ended September 30, 2010, and concluded that the historical investment performance record of MFS supported the approval of the MFS Agreement.

Comparisons of the amounts to be paid under the MFS Agreement with those under contracts between MFS and its other clients. In evaluating the MFS Agreement, the Board reviewed MFS’ proposed advisory fee schedule and breakpoints for the Fund. The Board considered comparisons of the sub-advisory fees to be charged by MFS under the MFS Agreement versus the fees charged by MFS to other clients with a similar investment mandate. The Board noted that MFS may negotiate different advisory fees for certain accounts based on the client’s particular needs and the type of account, inception dates, the initial or potential size of the accounts and other factors, such as the entirety of the client’s relationship with MFS and/or its affiliates. The Board also noted that the proposed sub-advisory fee rate to be paid by the Fund compared favorably to the fee rates paid by MFS’ other mutual fund and separate accounts clients. This information assisted the Board in concluding that MFS’ advisory fees under the MFS Agreement appeared to be within a reasonable range for the services to be provided to the Fund, in light of all the factors considered.

Extent to which economies of scale would be realized as the Fund grows and whether fee levels reflect these economies of scale for the benefit of Fund investors. The Board considered that the fees to be paid by the Fund to MFS are passed through the Manager and that the Manager would not benefit economically from the proposed fee agreement. The Board also considered that the Manager negotiated “breakpoints” in MFS’ fee rate based on the levels of assets in the Fund allocated to and managed by MFS and that, in calculating assets under management for this purpose, MFS will include all other large cap value assets of the Manager’s clients that are also managed by MFS. Thus, the Board concluded that the Fund is receiving economies of scale due to the breakpoints incorporated into the fee schedule.

25

Disclosure Regarding the Board of Trustees’ Approval of Investment Advisory Agreement
(Unaudited)

Costs of the services to be provided and profits to be realized by MFS and its affiliates from the relationship with the Fund. The Board did not consider the costs of the services to be provided and profits to be realized by MFS from its relationship with the Fund, noting instead the arm’s-length nature of the relationship between the Manager and MFS with respect to the negotiation of the advisory fee rate on behalf of the Fund.

Benefits to be derived by MFS from the relationship with the Fund. The Board considered the “fall-out” or ancillary benefits that may accrue to MFS as a result of the advisory relationship with the Fund, including research and brokerage products it may receive from brokers while executing brokerage transactions on behalf of the Fund. In this regard, the Board noted MFS’ representation that, if so instructed, it can restrict the Fund from participating in its client commission arrangement, meaning that Fund commissions will not be used to pay for third party research. MFS did not identify any other “fall-out” or ancillary benefits that may accrue to MFS. After consideration of this information, the Board concluded that the potential benefits accruing to MFS by virtue of its relationship with the Fund were not a material factor in approving the MFS Agreement.

Board’s Conclusion. The Board did not identify any single factor as being of paramount importance, and different Trustees may have given different weight to different factors. Legal counsel to the independent Trustees provided the Board with a memorandum regarding its responsibilities pertaining to the approval process. The memorandum explained the regulatory requirements surrounding the Trustees’ process for evaluating investment advisors and the terms of the contracts. Based on the various considerations described above, the Board, including a majority of Trustees who are not “interested persons” of the Funds, the Manager or MFS, as that term is defined in the Investment Company Act of 1940 (“1940 Act”), concluded that the proposed investment advisory fee rate is reasonable and that the approval of the MFS Agreement is in the best interests of the Fund and its shareholders and, as a result, approved the MFS Agreement.

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29

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If you invest in the Fund through a financial institution, you may be able to receive the Fund’s regulatory mailings, such as the Prospectus, Annual Report and Semi-Annual Report, by e-mail. If you are interested in this option, please go to www.icsdelivery.com and search for your financial institution’s name or contact your financial institution directly.

To obtain more information about the Fund:

7	8
By E-mail:	On the Internet:
american_beacon.funds@ambeacon.com	Visit our website at www.americanbeaconfunds.com
(	-
By Telephone:	By Mail:
Institutional, Y, Investor, Advisor, and Retirement Classes	American Beacon Funds
Call (800) 658-5811	P.O. Box 219643
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Call (800) 345-2345
Availability of Quarterly Portfolio Schedules	Availability of Proxy Voting Policy and Records
In addition to the Schedule of Investments provided in each semi-annual and annual report, the Fund files a complete schedule of its portfolio holdings with the Securities and Exchange Commission (“SEC”) on Form N-Q as of the first and third fiscal quarters. The Fund’s Forms N-Q are available on the SEC’s website at www.sec.gov. The Forms N-Q may also be reviewed and copied at the SEC’s Public Reference Room, 450 Fifth Street, NW, Washington, DC 20549. Information regarding the operation of the SEC’s Public Reference Room may be obtained by calling 1-800-SEC-0330. A complete schedule of the Fund’s portfolio holdings is also available on the Funds’ website (www.americanbeaconfunds.com) approximately twenty days after the end of each month.	A description of the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities is available in the Fund’s Statement of Additional Information, is available free of charge on the Fund’s website (www.americanbeaconfunds.com) and by calling 1-800-967-9009 or by accessing the SEC’s website at www.sec.gov. The Fund’s proxy voting record for the most recent year ended June 30 is filed annually with the SEC on Form N-PX. The Fund’s Forms N-PX are available on the SEC’s website at www.sec.gov. The Fund’s proxy voting record may also be obtained by calling 1-800-967-9009.

Fund Service Providers:

Custodian
State Street Bank and Trust
Boston, Massachusetts Transfer Agent
Boston Financial Data Services
Kansas City, Missouri Independent Registered
Public Accounting Firm
Ernst & Young LLP Dallas, Texas Distributor
Foreside Fund Services, LLC
Portland, Maine

This report is prepared for shareholders of the American Beacon Funds and may be distributed to others only if preceded or accompanied by a current Prospectus or Summary Prospectus.

American Beacon Funds and the American Beacon Large Cap Value Fund are service marks of American Beacon Advisors, Inc.

SAR 4/11

G U I D A N C E l V I S I O N l E X P E R I E N C E April 30, 2011 S M A L L C A P V A L U E F U N D Semi-Annual ReportSMALL CAP VALUE FUND

April 30, 2011

About American Beacon Advisors

     Since 1986, American Beacon Advisors has offered a variety of products and investment advisory services to numerous institutional and retail clients, including a variety of mutual funds, corporate cash management, and separate account management.

     Our clients include defined benefit plans, defined contribution plans, foundations, endowments, corporations, financial planners, and other institutional investors. With American Beacon Advisors, you can put the experience of a multi-billion dollar asset management firm to work for your company.

Contents

Message from American Beacon		1
Market and Performance Overview		2
Schedule of Investments		6
Additional Information	Back Cover

Any opinions herein, including forecasts, reflect our judgment as of the end of the reporting period and are subject to change. Each advisor’s strategies and the Fund’s portfolio composition will change depending on economic and market conditions. This report is not a complete analysis of market conditions and therefore, should not be relied upon as investment advice. Although economic and market information has been compiled from reliable sources, American Beacon Advisors, Inc. makes no representation as to the completeness or accuracy of the statements contained herein.

Investing in the securities of small capitalization companies involves greater risk and the possibility of greater price volatility than investing in larger capitalization and more established companies.

American Beacon Funds April 30, 2011

Fellow Shareholders,

Over the past six months, the equity markets have generally rallied on, despite concerns for the pace of the global economic recovery, reoccurrences of sovereign debt worries, geopolitical unrest, inflation fears and the potential impact of Japan’s recent earthquake. Though challenging, these factors were offset by increasing reports of strength in corporate earnings and the persistence of the U.S. recovery.

The performance of our equity funds reflects this strength as well. It also reflects the American Beacon investment philosophy: that portfolios managed with a longer-term perspective tend to be better positioned for riding out the inevitable waves of economic and geopolitical upheaval.

For the six-month period ended April 30, 2011:

     >>American Beacon Small Cap Value Fund (Institutional Class) generated 23.36%

Please note that the recent growth rate in the stock market has helped to produce short-term returns that are not typical and may not continue in the future.

While day-to-day volatility continues to influence the world’s equity and credit markets, American Beacon remains focused on seeking opportunities and meeting market challenges to deliver the type of consistency in performance and service our shareholders value.

Our process is summarized as: Oversight 360. It’s an ongoing commitment to cast a watchful and analytical eye over all the factors that influence our fellow shareholders’ investments.

Thank you for your continued investment in the American Beacon Funds. To obtain further details about the growing number of investment opportunities now available within the American Beacon Funds family or to access your account information, please visit our website at www.americanbeaconfunds.com.

Best Regards,  

Gene L. Needles, Jr. 

President
American Beacon Funds 

1

Domestic Equity Market Overview
April 30, 2011 (Unaudited)

     The stock market rallied over the six months ending April 30, 2011, with most indices posting their highest price levels in over two years. This performance was remarkable given the numerous challenges that arose during the period—multiple conflicts in the Middle East and Northern Africa, rising food and energy prices globally, concerns about rising debt risks both domestically and overseas, and the economic after-effects of Japan’s earthquake and tsunami. While some of these events took a tremendous toll in terms of human life and suffering, investors ultimately did not see them as leading to the derailment of the U.S. economic recovery.

     Although overall U.S. economic growth was only moderate during the period, improved profitability and stronger corporate balance sheets continued to provide positive momentum for the U.S. equity market. In addition, healthy business-to-business spending, especially in technology and manufacturing, added to positive returns.

     Exports had also been a bright spot for the overall economy. Growth in some overseas economies had been much stronger than in the U.S, which benefitted those companies with higher levels of overseas sales. Energy sector stocks in particular were big winners, thanks to rising oil prices. However, investor concerns for rapidly rising energy and commodity prices globally dampened overall market enthusiasm in the early part of 2011. By March, the stock market had climbed “the wall of worry,” boosted by corporate earnings and valuation levels. Ultimately, the S&P 500 Index rose 16.4% and the Russell 1000 Value Index gained 17.3% during the period.

     Corporate America’s strengthening financial position appeared to be the result of aggressive retrenchment during the economic crisis of 2008. During this period, S&P 500 companies amassed nearly $1 trillion of cash on their balance sheets. These same companies also announced over $260 billion in acquisitions and approved over $150 billion in share repurchases. Many companies have also expressed their intention to increase dividends and/or capital expenditures in the coming year—and some had actually already done so. This highlights a considerable mindset shift from a year ago, when management teams seemed satisfied stockpiling cash despite the paltry yield it was earning—a situation Japan had contended with for decades. Determining how companies will spend their cash is of great interest—and is critical to the market—in the near term, since the effectiveness of a company’s cash deployment will greatly influence its future stock performance.

     Also helping to propel the market over the past six months were: the extension of Bush-era tax rates and other measures for an additional two years by Congress; and the positive effects of the Federal Reserve’s second phase of quantitative easing (QE2). This occurred in spite of persistently high unemployment, sagging home sales, and continued fears over European Union sovereign debt risk.

     A self-sustaining recovery was leading the economic expansion, but one key critical variable for the economy and stock market remains domestic employment. Private sector employment had seen recent gains, but initial unemployment claims had been moving higher in recent reports. Yet, higher stock prices and the resulting wealth effect were fueling consumer spending. Businesses were returning capital to investors, bank lending had increased and consumer credit card delinquencies are down—all signs that U.S. economic activity is on stronger footing and could be poised for continued growth in 2011.

     Looking forward, the Federal Reserve’s QE2 program for direct purchases of Treasury bonds is set to finish at the end of June, and it remains to be seen whether this will have negative effects on interest rates. In addition, the ongoing debate in Washington, D.C. over the Federal budget and deficit reduction is likely to continue to attract investor interest and attention. Any significant progress on deficit reduction could be perceived as a major improvement in the economic fundamentals by the market.

2

Performance Overview
American Beacon Small Cap Value Fund^SM
April 30, 2011 (Unaudited)

     The Institutional Class of the Small Cap Value Fund returned 23.36% for the six months ended April 30, 2011, outperforming the Russell 2000^® Value Index (“Index”) return of 20.31% and the Lipper Small-Cap Value Funds Index return of 21.93% for the same period.

	Annualized Total Returns
	Periods Ended 4/30/11
	6 Months*			1 Year			5 Years			10 Years
Institutional Class(1,8)		23.36	%		19.67	%		4.45	%		11.32	%
Y Class (1,2,8)		23.30	%		19.53	%		4.37	%		11.27	%
Investor Class(1,8)		23.08	%		19.17	%		4.14	%		10.97	%
Advisor Class(1,3,8)		23.07	%		19.08	%		3.93	%		10.77	%
Retirement Class (1,4,8).		22.88	%		18.75	%		3.83	%		10.71	%
A Class with sales charges (1,5,8)		15.96	%		12.19	%		2.89	%		10.31	%
A Class without sales charges (1,5,8)		23.03	%		19.06	%		4.12	%		10.96	%
C Class with sales charge (1,6,8)		21.57	%		17.41	%		4.00	%		10.90	%
C Class without sales charge (1,6,8)		22.57	%		18.41	%		4.00	%		10.90	%
AMR Class(1,8)		23.45	%		19.94	%		4.71	%		11.60	%
Lipper Small-Cap Value Funds Index(7)		21.93	%		18.24	%		4.04	%		9.75	%
Russell 2000 Value Index (7)		20.31	%		14.57	%		2.50	%		8.69	%

* Not annualized

1.	Please note that the recent growth rate in the stock market has helped to produce short-term returns that are not typical and may not continue in the future. Performance shown is historical and may not be indicative of future returns. Investment returns and principal value will vary, and shares may be worth more or less at redemption than at original purchase. Performance shown is as of date indicated, and current performance may be lower or higher than the performance data quoted. To obtain performance as of the most recent month end, please call 1-800-967-9009 or visit www.americanbeaconfunds.com. Fund performance in the table above does not reflect the deduction of taxes a shareholder would pay on distributions or the redemption of shares.
2.	Fund performance for the five-year and ten-year periods represents the total returns achieved by the Institutional Class from 4/30/01 up to 8/3/09, the inception date of the Y Class. Expenses of the Y Class are higher than those of the Institutional Class. As a result, total returns shown may be higher than they would have been had the Y Class been in existence since 4/30/01.
3.	Fund performance for the ten-year period represents the total returns achieved by the Investor Class from 4/30/01 up to 5/1/03 and the returns of the Advisor Class since its inception. Expenses of the Advisor Class are higher than those of the Investor Class. As a result, total returns shown may be higher than they would have been had the Advisor Class been in existence since 4/30/01. A portion of the fees charged to the Advisor Class of the Fund was waived through 2004. Performance prior to waiving fees was lower than the actual returns shown for periods through 2004.
4.	Fund performance for the five-year and ten-year periods represents the total returns achieved by the Investor Class from 4/30/01 up to 5/1/03 and the Advisor Class from 5/1/03 up to 5/1/09, the inception date of the Retirement Class, and the returns of the Retirement Class since its inception. Expenses of the Retirement Class are higher than those of the Advisor and Investor Classes. As a result, total returns shown may be higher than they would have been had the Retirement Class been in existence since 4/30/01.
5.	Fund performance for the one-year, five-year, and ten-year periods represents the total returns achieved by the Investor Class from 4/30/01 up to 5/17/10, the inception date of the A Class, and the returns of the A Class since its inception. Expenses of the A Class are higher than those of the Investor Class. As a result, total returns shown may be higher than they would have been had the A Class been inexistence since 4/30/01. The maximum sales charge for A Class is 5.75%.
6.	Fund performance for the one-year, five-year, and ten-year periods represents the total returns achieved by the Investor Class from 4/30/01 up to 9/1/10, the inception date of the C Class, and the returns of the C Class since its inception. Expenses of the C Class are higher than those of the Investor Class. As a result, total returns shown may be higher than they would have been had the C Class been inexistence since 4/30/01. The maximum contingent deferred sales charge for C Class is 1.00% for shares redeemed within one year of the date of purchase.
7.	Russell 2000® Value Index is a registered trademark of Frank Russell Company. The Russell 2000 Value Index is an unmanaged index of those stocks in the Russell 2000 Index with lower price-to-book ratios and lower forecasted growth values. The Lipper Small-Cap Value Funds Index tracks the results of the 30 largest mutual funds in the Lipper Small-Cap Value Funds category. Lipper is an independent mutual fund research and ranking service. One cannot directly invest in an index.
8.	The total annual Fund operating expense ratio set forth in the most recent Fund prospectus for the Institutional, Y, Investor, Advisor, Retirement, A, C, and AMR Class shares was 0.82%, 0.92%, 1.19%, 1.33%, 1.55%, 1.29%, 2.11%, and 0.58%, respectively. The expense ratios above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.

     The Fund outperformed the Index due to both stock selection and sector allocation adding value relative to the Index.

     Holdings in the Information Technology, Industrials and Financials sectors added the most value to the Fund’s relative performance. In the Information Technology sector, Vishay Intertechnology (up 74.4%), and Interdigital (up 42.4%) were the largest contributors to excess performance. For the period the Fund owned the securities, Terex (up 59.6%), Weight Watchers (up 89.0%) and Armstrong World Industries

3

Performance Overview
American Beacon Small Cap Value Fund^SM
April 30, 2011 (Unaudited)

(up 54.9%) had the largest impact to the Fund’s excess performance in the Industrials sector. In the Financials sector, MI Developments (up 111.3%) and Symetra Financial (up 26.3%) contributed most to the Fund’s returns. Poor stock selection in the Materials sector also hurt performance. Haynes International (up 26.1%) and Coeur D’Alene Mines (up 49.6%) for the period the Fund owned the securities detracted the most relative value in the Materials sector.

     The Fund’s underweight position in Financials, one of the poorer performing sectors in the Index, added value relative to the Index through sector allocation. An overweight in Health Care, the second best performing sector in the Index, also contributed to the Fund’s performance.

     The sub-advisors continue to focus on uncovering investment opportunities through stock selection that should benefit the Fund’s performance over the longer-term.

Top Ten Holdings

	% of
	Net Assets
LifePoint Hospitals, Inc.		1.0	%
Valassis Communications, Inc.		0.9	%
Tidewater, Inc.		0.9	%
Rent-A-Center, Inc.		0.8	%
Vishay Intertechnology, Inc.		0.8	%
Ezcorp, Inc.		0.8	%
AMERIGROUP Corp.		0.7	%
Terex Corp.		0.7	%
Portland General Electric Co.		0.7	%
Great Plains Energy, Inc.		0.7	%

Sector Allocation

	% of
	Equities
Financials		25.5	%
Consumer Discretionary		15.8	%
Industrials		15.5	%
Information Technology		14.6	%
Health Care		9.2	%
Materials		6.1	%
Energy		6.0	%
Utilities		5.3	%
Consumer Staples		1.8	%
Telecommunication Services		0.2	%

4

American Beacon Small Cap Value Fund^SM
Fund Expenses
April 30, 2011 (Unaudited)

Fund Expense Example

     As a shareholder of the Fund, you incur two types of costs: (1) transaction costs and (2) ongoing costs, including management fees, administrative service fees, distribution (12b-1) fees, and other Fund expenses. The examples below are intended to help you understand the ongoing cost (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

     The examples are based on an investment of $1,000 invested at the beginning of the period in each Class and held for the entire period from November 1, 2010 through April 30, 2011.

Actual Expenses

     The “Actual” lines of the table provide information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. Shareholders of the Investor and Institutional Classes that invest in the Fund through an IRA may be subject to a custodial IRA fee of $15 that is typically deducted each December. If your account was subject to a custodial IRA fee during the period, your costs would have been $15 higher.

Hypothetical Example for Comparison Purposes

     The “Hypothetical” lines of the table provide information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed 5% per year rate of return before expenses (not the Fund’s actual return). You may compare the ongoing costs of investing in the Fund with other funds by contrasting this 5% hypothetical example and the 5% hypothetical examples that appear in the shareholder reports of the other funds. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. Shareholders of the Investor and Institutional Classes that invest in the Fund through an IRA may be subject to a custodial IRA fee of $15 that is typically deducted each December. If your account was subject to a custodial IRA fee during the period, your costs would have been $15 higher.

     You should also be aware that the expenses shown in the table highlight only your ongoing costs and do not reflect any transaction costs charged by the Fund. Similarly, the expense examples for other funds do not reflect any transaction costs charged by those funds, such as sales charges (loads), redemption fees or exchange fees. Therefore, the “Hypothetical” lines of the table are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. If you were subject to any transaction costs during the period, your costs would have been higher.

	Beginning				Expenses Paid
	Account Value		Ending Account		During Period*
	11/1/10		Value 4/30/11		11/1/10-4/30/11
Institutional Class
Actual	$	1,000.00	$	1,233.60	$	4.39
Hypothetical **	$	1,000.00	$	1,020.87	$	3.97
Y Class
Actual	$	1,000.00	$	1,233.03	$	4.98
Hypothetical **	$	1,000.00	$	1,020.33	$	4.51
Investor Class
Actual	$	1,000.00	$	1,230.78	$	6.37
Hypothetical **	$	1,000.00	$	1,019.08	$	5.77
Advisor Class
Actual	$	1,000.00	$	1,230.68	$	7.14
Hypothetical **	$	1,000.00	$	1,018.39	$	6.46
Retirement Class
Actual	$	1,000.00	$	1,228.85	$	8.56
Hypothetical **	$	1,000.00	$	1,017.11	$	7.75
AMR Class
Actual	$	1,000.00	$	1,234.47	$	3.01
Hypothetical **	$	1,000.00	$	1,022.10	$	2.73
A Class
Actual	$	1,000.00	$	1,230.29	$	7.03
Hypothetical **	$	1,000.00	$	1,018.49	$	6.37
C Class
Actual	$	1,000.00	$	1,225.71	$	11.03
Hypothetical **	$	1,000.00	$	1,014.88	$	9.98

*

Expenses are equal to the Fund’s annualized expense ratios for the six-month period of 0.79%, 0.90%, 1.15%, 1.29%, 1.55%, 0.54%, 1.27% and 2.00% for the Institutional, Y, Investor, Advisor, Retirement, AMR, A and C Classes respectively, multiplied by the average account value over the period, multiplied by the number derived by dividing the number of days in the most recent fiscal half-year (181) by days in the year (365) to reflect the half year period.

**

5% return before expenses.

5

American Beacon Small Cap Value Fund^SM
Schedule of Investments
April 30, 2011 (Unaudited)

	Shares		Value
			($000)
COMMON STOCK - 94.17%
CONSUMER DISCRETIONARY - 14.91%
Auto Components - 1.47%
American Axle & Manufacturing Holdings, Inc.		1,403,625		17,965
Cooper Tire & Rubber Co.		229,900		6,203
Dorman Products, Inc.A		9,200		359
Exide TechnologiesA		191,900		1,927
Gentex Corp.		456,300		14,305
Superior Industries International, Inc.		58,400		1,476
The Goodyear Tire & Rubber Co.		675,700		12,264
				54,499
Automobiles - 0.18%
Thor Industries, Inc.		211,220		6,550
Commercial Services & Supplies - 0.10%
Viad Corp.		154,540		3,834
Distributors - 0.24%
Brightpoint, Inc.A		893,600		9,043
Hotels, Restaurants & Leisure - 0.97%
Bob Evans Farms, Inc.		81,500		2,556
Boyd Gaming Corp.A B		231,430		2,069
Brinker International, Inc.		66,390		1,599
CEC Entertainment, Inc.		30,800		1,165
Cracker Barrel Old Country Store, Inc.		77,311		3,961
Domino’s Pizza, Inc.		165,100		3,066
International Speedway Corp.		129,704		3,970
Jack in the Box, Inc.A		374,110		7,726
Lakes Entertainment, Inc.A		150,800		345
Life Time Fitness, Inc.A		29,305		1,146
Orient-Express Hotels Ltd.		236,300		2,899
Ruby Tuesday, Inc.		143,144		1,504
Sonic Corp.A		145,265		1,630
Speedway Motorsports, Inc.B		152,210		2,371
				36,007
Household Durables - 1.54%
Cavco Industries, Inc.A		58,099		2,700
Ethan Allen Interiors, Inc.		301,180		7,255
Furniture Brands International, Inc.		833,900		4,036
Helen of Troy Ltd.A		135,203		4,208
Lancaster Colony Corp.B		118,730		7,256
Meritage Homes Corp.		221,050		5,285
Mohawk Industries, Inc.A		16,400		985
National Presto Industries, Inc.B		14,600		1,621
Ryland Group, Inc.		371,160		6,425
Tupperware Brands Corp.		40,500		2,579
Whirlpool Corp.		169,800		14,633
				56,983
Internet & Catalog Retail - 0.06%
Insight Enterprises, Inc.A		102,700		1,763
Nutrisystem, Inc.B		33,538		504
				2,267
Leisure Equipment & Products - 0.43%
Brunswick Corp.		516,200		12,064
Callaway Golf Co.		132,400		937
Jakks Pacific, Inc.A B		137,690		2,897
				15,898
Media - 1.67%
Belo Corp.		205,200		1,734
Cinemark Holdings, Inc.		192,800		3,920
EW Scripps Co.		114,900		1,092
Harte-Hanks, Inc.		119,200		1,107
John Wiley & Sons, Inc.		118,500		6,035
Meredith Corp.B		238,810		7,981
Scholastic Corp.		134,400		3,532
Sinclair Broadcast Group, Inc.		135,900		1,561
Valassis Communications, Inc.		1,191,900		34,363
				61,325
Multiline Retail - 1.23%
99 Cents Only StoresA		619,580		12,491
Big Lots, Inc.		406,200		16,699
BJ’s Wholesale Club, Inc.A		141,410		7,257
Dillard’s, Inc.B		166,600		8,000
Fred’s, Inc.		86,300		1,205
				45,652
Specialty Retail - 5.66%
Aaron’s, Inc.		337,235		9,709
Aeropostale, Inc.A		605,900		15,469
American Greetings Corp.		111,700		2,748
America’s Car-Mart, Inc.A		319,500		7,821
Asbury Automotive Group, Inc.		82,600		1,429
Ascena Retail Group, Inc.A		147,300		4,609
Big 5 Sporting Goods Corp.		197,020		2,354
Cabela’s, Inc.A		807,100		20,612
Chico’s FAS, Inc.		345,160		5,050
Collective Brands, Inc.A		704,034		14,785
DG FastChannel, Inc.A		441,350		16,149
Express, Inc.		253,950		5,483
Foot Locker, Inc.		810,030		17,432
GameStop Corp.A B		207,500		5,329
Group 1 Automotive, Inc.B		52,200		2,247
Hanesbrands, Inc.A		30,750		1,000
Interline Brands, Inc.A		16,200		342
JOS A Bank Clothiers, Inc.A B		47,950		2,514
OfficeMax, Inc.		91,925		916
Pier 1 Imports, Inc.A		293,200		3,571
Regis Corp.		189,810		3,227
Rent-A-Center, Inc.		1,002,548		30,527
Sonic Automotive, Inc.B		88,600		1,249
Stage Stores, Inc.		120,820		2,327
The Buckle Inc.B		95,900		4,362
The Cato Corp.		45,100		1,151
The Childrens Place Retail Stores Inc.A		114,250		6,075
The Finish Line Inc.		96,300		2,069
The Men’s Wearhouse Inc.		660,100		18,410
				208,966
Textiles & Apparel - 1.36%
Carter’s, Inc.A		109,900		3,398
G-III Apparel Group Ltd.A		53,000		2,378
Maidenform Brands, Inc.A		64,200		2,033
Quiksilver, Inc.A		1,753,000		7,626
Skechers U.S.A. Inc.A		625,550		11,917
The Jones Group Inc.		1,208,737		16,474
The Timberland Co.		73,180		3,307
Unifirst Corp.		32,500		1,682
Wolverine World Wide, Inc.		39,300		1,559
				50,374
Total Consumer Discretionary				551,398

See accompanying notes

6

American Beacon Small Cap Value Fund^SM
Schedule of Investments
April 30, 2011 (Unaudited)

	Shares		Value
			($000)
CONSUMER STAPLES - 1.65%
Food & Drug Retailing - 0.60%
Casey’s General Stores, Inc.		89,836		3,506
Central European Distribution Corp.A		62,025		733
Flowers Foods, Inc.		205,650		6,285
Nash Finch Co.		65,700		2,445
Spartan Stores, Inc.		272,430		4,253
The Andersons Inc.		50,600		2,512
Winn-Dixie Stores, Inc.A		360,090		2,553
				22,287
Food Products - 0.90%
Chiquita Brands International, Inc.A		154,617		2,462
Corn Products International, Inc.		14,120		778
Fresh Del Monte Produce, Inc.		163,200		4,424
Overhill Farms, Inc.A		316,300		1,948
Sanderson Farms, Inc.		83,945		3,996
Smithfield Foods, Inc.A		441,700		10,407
Snyders-Lance, Inc.		281,820		5,566
The Hain Celestial Group Inc.A		108,956		3,706
				33,287
Personal Products - 0.05%
Revlon, Inc.A		106,000		1,825
Tobacco - 0.10%
Schweitzer-Mauduit International, Inc.		43,800		2,270
Universal Corp.		30,144		1,308
				3,578
Total Consumer Staples				60,977
ENERGY - 5.64%
Energy Equipment & Services - 3.36%
Atwood Oceanics, Inc.A		450,602		20,245
Bristow Group, Inc.		196,200		9,104
Cal Dive International, Inc.A		837,860		6,586
Dawson Geophysical Co.A B		34,860		1,555
Global Industries Ltd.A		885,840		8,734
Hercules Offshore, Inc.A		253,600		1,591
Matrix Service Co.A		383,767		5,549
Newpark Resources, Inc.A		651,560		5,884
Oil States International, Inc.A		94,900		7,878
Parker Drilling Co.A		125,100		892
SEACOR Holdings, Inc.		59,750		5,905
Superior Energy Services, Inc.A		37,735		1,450
Tesco Corp.A		155,028		2,916
Tidewater, Inc.		565,820		33,671
Unit Corp.A		187,585		11,822
Willbros Group, Inc.A		51,500		554
				124,336
Oil & Gas - 2.28%
Berry Petroleum Co.		111,460		5,922
Bill Barrett Corp.A		56,210		2,346
Cloud Peak Energy, Inc.		617,900		12,864
Comstock Resources, Inc.A B		227,290		7,287
Contango Oil & Gas Co.A		90,535		5,606
Energy Partners Ltd.A		100,200		1,825
Frontier Oil Corp.		142,950		3,994
Helix Energy Solutions Group, Inc.A		111,100		2,103
Petroquest Energy, Inc.A B		150,400		1,318
Rex Energy Corp.A		334,850		4,296
Stone Energy Corp.A		490,500		17,343
Tesoro Corp.		429,575		11,650
W&T Offshore, Inc.B		167,434		4,489
Warren Resources, Inc.A		730,168		3,308
				84,351
Total Energy				208,687
FINANCIALS - 24.00%
Banks - 7.50%
1st Source Corp.		45,800		972
Associated Banc-Corp.		1,282,100		18,719
Astoria Financial Corp.		201,300		2,913
BancorpSouth, Inc.B		90,992		1,233
Bank of Hawaii Corp.		30,570		1,492
Bank of the Ozarks, Inc.		381,000		16,966
Brookline Bancorp, Inc.		552,380		5,093
Cardinal Financial Corp.		133,440		1,500
Cathay General Bancorp		215,900		3,681
City Holding Co.		38,700		1,320
City National Corp.		110,293		6,299
Columbia Banking System, Inc.		73,700		1,390
Community Bank System, Inc.		28,300		708
CVB Financial Corp.B		697,773		6,796
Dime Community Bancshares, Inc.		86,415		1,336
First Commonwealth Financial Corp.		288,200		1,787
First Financial Bancorp		647,900		10,677
First Financial Holdings, Inc.		109,600		1,203
First Horizon National Corp.		584,993		6,406
First Interstate Bancsystem, Inc.		296,000		4,049
First Midwest Bancorp, Inc.		328,160		4,299
First Niagara Financial Group, Inc.		165,700		2,386
FirstMerit Corp.		72,750		1,271
FNB Corp.		315,200		3,451
Fulton Financial Corp.		962,355		11,240
Hancock Holding Co.B		318,900		10,415
Home Federal Bancorp, Inc.		171,000		2,078
Iberiabank Corp.		351,400		21,089
Lakeland Financial Corp.		67,550		1,480
MB Financial, Inc.		148,190		3,066
National Penn Bancshares, Inc.		1,025,177		8,417
Northwest Bancshares, Inc.		227,600		2,865
Ocwen Financial Corp.A		650,500		7,786
Old National Bancorp		115,700		1,197
PacWest Bancorp		256,570		5,899
Pinnacle Financial Partners, Inc.A B		73,900		1,188
Popular, Inc.		1,315,500		4,144
PrivateBancorp, Inc.		399,570		6,289
Prosperity Bancshares, Inc.		383,371		17,578
Provident Financial Services, Inc.		471,510		6,846
Southwest Bancorp Inc/Stillwater OK		159,040		2,255
Susquehanna Bancshares, Inc.		243,200		2,242
SVB Financial Group		177,470		10,726
Synovus Financial Corp.B		5,660,100		14,150
Territorial Bancorp, Inc.		6,700		134
Washington Federal, Inc.		81,665		1,314
Washington Trust Bancorp, Inc.		52,370		1,227
Webster Financial Corp.		960,300		20,667
WesBanco, Inc.		66,400		1,348
Whitney Holding Corp.		306,668		4,152
Wilmington Trust Corp.		110,500		498
Wintrust Financial Corp.		31,920		1,075
				277,312
Diversified Financials - 5.22%
Apollo Investment Corp.		126,781		1,502
Ares Capital Corp.		614,400		10,881
CapitalSource, Inc.		888,900		5,938

See accompanying notes

7

American Beacon Small Cap Value Fund^SM
Schedule of Investments
April 30, 2011 (Unaudited)

	Shares		Value
			($000)
Cash America International, Inc.B		436,638		20,718
CoreLogic, Inc.		388,860		7,159
Credit Acceptance Corp.A		111,050		8,984
Duff & Phelps Corp.		165,840		2,552
E*Trade Financial Corp.A		529,429		8,598
Encore Capital Group, Inc.A		71,400		2,138
Ezcorp, Inc.		898,574		28,297
Fifth Street Finance Corp.B		1,084,200		14,452
Heartland Payment Systems, Inc.		105,400		2,104
Investment Technology Group, Inc.		431,565		7,384
Janus Capital Group, Inc.		1,052,090		12,804
Kirkland’s, Inc.A		509,900		7,694
Knight Capital Group, Inc.A		821,400		11,270
MF Global Holdings Ltd.A		434,000		3,650
MGIC Investment Corp.		2,376,669		20,582
National Financial Partners Corp.		76,700		1,234
Nelnet, Inc.		172,500		3,973
NewStar Financial, Inc.A		126,900		1,516
Piper Jaffray CosA		148,377		5,319
Waddell & Reed Financial, Inc.		38,380		1,574
World Acceptance Corp.A B		43,000		2,922
				193,245
Insurance - 8.33%
Alleghany Corp.		7,956		2,618
Allied World Assurance Co Holdings Ltd.		116,080		7,542
Alterra Capital Holdings Ltd.		110,400		2,427
American Equity Investment Life Holding Co.		196,100		2,522
American Financial Group, Inc.		221,965		7,940
Amtrust Financial Services, Inc.		223,392		4,311
Argo Group International Holdings Ltd.		221,747		6,965
Aspen Insurance Holdings Ltd.		698,990		19,970
CNO Financial Group, Inc.A		2,000,200		16,122
Delphi Financial Group, Inc.		500,800		16,001
Employers Holdings, Inc.		485,200		9,782
Endurance Specialty Holdings Ltd.		354,000		15,696
Enstar Group Ltd.A		32,603		3,656
FBL Financial Group, Inc.		74,300		2,266
First American Financial Corp.		481,620		7,513
Global Indemnity plcA		622,221		15,892
Harleysville Group, Inc.		74,100		2,377
HCC Insurance Holdings, Inc.		120,570		3,923
Horace Mann Educators Corp.		217,800		3,894
Infinity Property & Casualty Corp.		47,398		2,801
Maiden Holdings Ltd.		180,200		1,342
MBIA, Inc.B		499,600		5,156
Meadowbrook Insurance Group, Inc.		133,100		1,363
Montpelier Re Holdings Ltd.		166,708		3,016
National Western Life Insurance Co.		2,100		338
Old Republic International Corp.		112,900		1,430
OneBeacon Insurance Group Ltd.		44,900		631
Platinum Underwriters Holdings Ltd.		29,135		1,102
Primerica, Inc.		7,100		164
ProAssurance Corp.A		163,700		10,870
Protective Life Corp.		472,045		12,703
RenaissanceRe Holdings Ltd.		55,400		3,894
RLI Corp.B		38,600		2,287
Safety Insurance Group, Inc.		41,100		1,924
Selective Insurance Group, Inc.		133,700		2,358
StanCorp Financial Group, Inc.		431,350		18,591
Symetra Financial Corp.		1,134,400		15,745
The Hanover Insurance Group Inc.		253,740		10,713
The Navigators Group Inc.A		265,123		13,741
Torchmark Corp.		185,700		12,427
Tower Group, Inc.		225,900		5,166
Transatlantic Holdings, Inc.		133,900		6,600
Unitrin, Inc.		114,100		3,450
Universal American Corp.		387,900		8,960
Validus Holdings Ltd.		102,800		3,345
White Mountains Insurance Group Ltd.		18,074		6,462
				307,996
Lodging/Resorts - 0.20%
DiamondRock Hospitality Co.C		626,810		7,547
Real Estate - 2.75%
Anworth Mortgage Asset Corp.C		173,405		1,245
BioMed Realty Trust, Inc.C		432,030		8,571
Brandywine Realty TrustC		118,775		1,508
CapLease, Inc.C		915,800		5,128
CBL & Associates Properties, Inc.C		372,030		6,909
CommonWealth REITC		52,621		1,441
DCT Industrial Trust, Inc.C		1,112,950		6,466
Entertainment Properties TrustC		178,020		8,476
Hospitality Properties TrustC		58,400		1,410
Inland Real Estate Corp.C		541,430		5,290
LaSalle Hotel PropertiesC		293,860		8,269
Lexington Realty TrustB C		859,860		8,581
Medical Properties Trust, Inc.C		118,695		1,465
MI Developments, Inc.		483,900		14,833
National Health Investors, Inc.C		116,410		5,661
Omega Healthcare Investors, Inc.B C		377,750		8,674
Pebblebrook Hotel Trust		214,954		4,611
Pennsylvania Real Estate Investment TrustB C		98,880		1,561
Urstadt Biddle Properties, Inc.C		75,480		1,485
				101,584
Total Financials				887,684
HEALTH CARE - 8.69%
Biotechnology - 0.30%
Charles River Laboratories International, Inc.A		40,630		1,714
Cubist Pharmaceuticals, Inc.A		157,800		5,341
Viropharma, Inc.A		214,400		4,136
				11,191
Health Care Equipment & Supplies - 1.34%
CONMED Corp.A		64,200		1,803
Haemonetics Corp.A		151,620		10,644
Hillenbrand, Inc.		165,700		3,798
Kensey Nash Corp.A		12,436		308
Kinetic Concepts, Inc.A		364,600		21,521
STERIS Corp.		319,965		11,532
				49,606
Health Care Providers & Services - 6.10%
Air Methods Corp.A		60,650		4,101
Alere, Inc.A		35,616		1,323
Almost Family, Inc.A B		44,400		1,539
Amedisys, Inc.A B		42,100		1,403
AMERIGROUP Corp.A		387,340		26,455
Amsurg Corp.A		55,175		1,482
Assisted Living Concepts, Inc.		55,711		2,009
Centene Corp.A		389,600		14,115
Gentiva Health Services, Inc.		688,200		19,270
Health Net, Inc.A		262,700		8,748
Healthsouth Corp.A		979,450		25,103
Healthspring, Inc.A		340,080		14,110

See accompanying notes

8

American Beacon Small Cap Value Fund^SM
Schedule of Investments
April 30, 2011 (Unaudited)

	Shares		Value
			($000)
Healthways, Inc.A		36,500		618
LifePoint Hospitals, Inc.A		845,080		35,164
Magellan Health Services, Inc.A		320,000		16,646
MAXIMUS, Inc.		201,400		16,110
Mednax, Inc.A		143,930		10,208
Omnicare, Inc.		195,200		6,133
Omnicell, Inc.A		348,410		5,359
Owens & Minor, Inc.		43,450		1,497
Parexel International Corp.A		279,730		7,765
The Ensign Group Inc.		26,942		745
Triple-S Management Corp., Class BA		50,200		1,051
WellCare Health Plans, Inc.A		106,300		4,657
				225,611
Pharmaceuticals - 0.95%
Endo Pharmaceuticals Holdings, Inc.A		339,850		13,309
Impax Laboratories, Inc.A		141,500		3,874
Medicis Pharmaceutical Corp.		375,600		13,318
Par Pharmaceutical Cos, Inc.		97,900		3,372
PharMerica Corp.A		98,700		1,299
				35,172
Total Health Care				321,580
INDUSTRIALS - 14.60%
Aerospace & Defense - 1.66%
Alliant Techsystems, Inc.		267,455		18,896
Curtiss-Wright Corp.		39,407		1,310
Huntington Ingalls Industries, Inc.A B		300,300		12,012
Spirit Aerosystems Holdings, Inc.A		492,360		12,112
Triumph Group, Inc.		113,750		9,796
World Fuel Services Corp.		183,800		7,275
				61,401
Airlines - 0.10%
Aircastle Ltd.		296,411		3,693
Building Products - 1.19%
Apogee Enterprises, Inc.		276,007		3,941
Crane Co.		208,600		10,411
Drew Industries, Inc.		59,260		1,426
Griffon Corp.A		144,551		1,842
Insituform Technologies, Inc.A		400,300		10,132
Simpson Manufacturing Co, Inc.		371,625		10,376
Trex Co, Inc.A B		181,100		5,810
				43,938
Commercial Services & Supplies - 5.39%
Atlas Air Worldwide Holdings, Inc.A		296,590		20,437
Clean Harbors, Inc.A		93,938		9,253
Convergys Corp.A		335,000		4,858
Con-way, Inc.		473,300		18,421
CSG Systems International, Inc.A		102,600		2,179
Deluxe Corp.		141,000		3,818
Ennis, Inc.		88,500		1,653
FTI Consulting, Inc.A		242,450		9,674
G&K Services, Inc.		51,320		1,699
Global Payments, Inc.		44,800		2,385
Heidrick & Struggles International, Inc.		407,680		9,540
Herman Miller, Inc.		458,000		11,917
Hudson Highland Group, Inc.A		630,300		3,801
Huron Consulting Group, Inc.A		121,982		3,513
Insperity, Inc.		212,800		6,446
Kelly Services, Inc.		139,800		2,672
Korn/Ferry InternationalA		550,860		11,408
Layne Christensen Co.A		40,100		1,193
McGrath Rentcorp		114,828		3,260
Mobile Mini, Inc.A		623,100		15,521
PHH Corp.A B		757,900		16,265
Steelcase, Inc.		551,632		6,371
Team, Inc.		107,364		2,679
Tetra Tech, Inc.A		237,110		5,601
The Brink’s Co.		392,940		12,971
The Geo Group IncA		133,935		3,573
United Stationers, Inc.		110,200		7,941
				199,049
Construction & Engineering - 1.54%
Aecom Technology Corp.A		296,200		8,074
Comfort Systems USA, Inc.		765,215		9,343
EMCOR Group, Inc.A		552,975		17,126
Granite Construction, Inc.B		260,520		7,081
Tutor Perini Corp.		577,650		15,400
				57,024
Diversified Manufacturing - 0.04%
Barnes Group, Inc.		66,355		1,642
Electrical Equipment - 0.96%
EnerSysA		43,720		1,657
General Cable Corp.		54,480		2,642
GT Solar International, Inc.A B		399,000		4,457
Kemet Corp.A		81,600		1,284
Regal-Beloit Corp.		189,500		14,361
SunPower Corp.A B		123,600		2,691
Thomas & Betts Corp.		114,940		6,663
Vishay Precision Group, Inc.A		108,414		1,789
				35,544
Energy Equipment & Services - 0.05%
Hornbeck Offshore Services, Inc.A		66,100		1,932
Industrial Conglomerates - 0.46%
Carlisle Cos, Inc.		121,880		6,038
GATX Corp.		226,280		9,565
Teleflex, Inc.		25,120		1,583
				17,186
Machinery - 2.11%
Astec Industries, Inc.A		170,510		6,612
Briggs & Stratton Corp.		73,105		1,725
CIRCOR International, Inc.		136,700		6,210
Columbus McKinnon Corp.		160,130		3,203
Esterline Technologies Corp.		70,950		5,094
FreightCar America, Inc.		59,150		1,773
John Bean Technologies Corp.		64,300		1,300
Miller Industries, Inc.		231,100		3,656
Mueller Industries, Inc.		168,370		6,587
Oshkosh Corp.		286,400		9,067
Reliance Steel & Aluminum Co.		26,300		1,489
RSC Holdings, Inc.A B		388,170		5,112
Terex Corp.		754,300		26,234
				78,062
Marine - 0.65%
Diana Shipping, Inc.		119,980		1,351
Genco Shipping & Trading Ltd.B		952,150		7,989
Gulfmark Offshore, Inc.A		71,962		3,063
Kirby Corp.		202,600		11,504
				23,907
Road & Rail - 0.45%
Amerco, Inc.A		58,800		5,981
Heartland Express, Inc.		216,540		3,735
Marten Transport Ltd.		113,049		2,528

See accompanying notes

9

American Beacon Small Cap Value Fund^SM
Schedule of Investments
April 30, 2011 (Unaudited)

	Shares		Value
			($000)
Ryder System, Inc.		26,440		1,415
Saia, Inc.A		174,900		2,903
				16,562
Total Industrials				539,940
INFORMATION TECHNOLOGY - 13.77%
Communications Equipment - 1.34%
Arris Group, Inc.A		1,061,932		12,743
Black Box Corp.		417,700		14,594
InterDigital, Inc.B		446,300		20,660
Plantronics, Inc.		39,150		1,451
				49,448
Computers & Peripherals - 1.15%
Avid Technology, Inc.A		105,450		1,959
Electronics for Imaging, Inc.A		330,700		5,939
Lexmark International, Inc.A		242,810		7,831
Mercury Computer Systems, Inc.A		351,300		6,784
NCR Corp.A		82,899		1,642
Sigma Designs, Inc.A B		299,800		3,825
Synaptics, Inc.A B		511,985		14,551
				42,531
Electronic Equipment & Instruments - 3.37%
AVX Corp.		459,000		7,486
Diebold, Inc.		374,990		12,675
Ingram Micro, Inc.A		779,200		14,594
Littelfuse, Inc.		281,600		17,519
Methode Electronics, Inc.		754,800		9,329
Plexus Corp.A		419,900		15,322
Tech Data Corp.A		239,600		12,730
Veeco Instruments, Inc.A B		96,400		4,929
Vishay Intertechnology, Inc.A		1,584,800		30,239
				124,823
Internet Software & Services - 1.20%
Earthlink, Inc.		613,500		5,043
Ebix, Inc.A B		724,000		16,543
IAC/InterActiveCorpA		427,600		15,441
Netgear, Inc.A		36,010		1,503
RealNetworks, Inc.A		142,400		527
Websense, Inc.A		203,916		5,259
				44,316
IT Consulting & Services - 1.49%
CACI International, Inc.A		274,730		16,789
Ciber, Inc.A		399,800		2,287
Mantech International Corp.		161,600		7,093
Ness Technologies, Inc.A		756,000		4,929
SYNNEX Corp.A		633,700		21,247
Unisys Corp.		93,400		2,772
				55,117
Semiconductor Equipment & Products - 2.99%
Advanced Energy Industries, Inc.A		45,600		645
Amkor Technology, Inc.A B		682,988		4,576
Applied Micro Circuits Corp.A		300,980		3,154
ATMI, Inc.A		72,500		1,443
Brooks Automation, Inc.A		1,424,080		17,417
Cymer, Inc.A		149,460		7,191
Entegris, Inc.A		362,700		3,130
Entropic Communications, Inc.A B		1,280,160		11,214
Fairchild Semiconductor International, Inc.A		329,500		6,910
Kulicke & Soffa Industries, Inc.A		177,400		1,607
Lattice Semiconductor Corp.A		313,500		2,129
Microsemi Corp.		59,235		1,398
MKS Instruments, Inc.		138,400		3,928
Novellus Systems, Inc.A		231,970		7,446
PMC — Sierra, Inc.		181,375		1,455
QLogic Corp.A		415,483		7,470
RF Micro Devices, Inc.A		600,500		3,999
Teradyne, Inc.A		490,600		7,899
Tessera Technologies, Inc.A		646,350		12,772
TriQuint Semiconductor, Inc.A		340,470		4,688
				110,471
Software - 2.23%
Aspen Technology, Inc.A		403,990		6,056
Cadence Design Systems, Inc.A		574,270		5,961
Cognex Corp.		620,740		19,417
DST Systems, Inc.		156,220		7,703
FARO Technologies, Inc.A		167,500		7,231
JDA Software Group, Inc.A		391,146		12,818
Mentor Graphics Corp.		1,184,700		17,474
Net 1 UEPS Technologies, Inc.A		665		6
Netscout Systems, Inc.A		226,660		5,800
				82,466
Total Information Technology				509,172
MATERIALS - 5.77%
Chemicals - 2.19%
A Schulman, Inc.		48,200		1,220
Arch Chemicals, Inc.		62,700		2,425
Cabot Corp.		177,400		7,956
HB Fuller Co.		100,600		2,198
Innophos Holdings, Inc.		39,800		1,844
Kraton Performance Polymers, Inc.A		66,400		3,065
NewMarket Corp.		39,200		7,225
OM Group, Inc.		424,685		15,391
PolyOne Corp.		1,531,400		22,174
Solutia, Inc.A		324,000		8,537
Stepan Co.B		26,700		1,922
The Scotts Miracle-Gro Co.		20,110		1,136
WR Grace & CoA		131,100		5,947
				81,040
Construction Materials - 0.03%
Ameron International Corp.		14,910		1,049
Containers & Packaging - 1.00%
Boise, Inc.		233,000		2,288
Greif, Inc.		205,100		12,738
Jarden Corp.		235,455		8,568
Packaging Corp of America		206,840		5,901
Rock-Tenn Co.B		107,000		7,390
				36,885
Metals & Mining - 2.05%
AMCOL International Corp.		91,770		3,416
Carpenter Technology Corp.		176,220		9,033
Century Aluminum Co.		157,600		3,149
Coeur d’Alene Mines Corp.		529,000		16,775
Gammon Gold, Inc.A		174,453		1,903
Gibraltar Industries, Inc.		433,339		5,061
James River Coal Co.A		139,823		3,261
Kaiser Aluminum Corp.B		87,200		4,370
Minefinders Corp.A B		77,966		1,307
New Gold, Inc.A		55,094		617
Noranda Aluminum Holding Corp.A		1,121,900		19,061
RTI International Metals, Inc.		75,300		2,405
Thompson Creek Metals Co, Inc.A		109,320		1,348
Universal Stainless & AlloyA		82,300		2,983

See accompanying notes

10

American Beacon Small Cap Value Fund^SM
Schedule of Investments
April 30, 2011 (Unaudited)

	Shares		Value
			($000)
Worthington Industries, Inc.		60,238		1,299
				75,988
Paper & Forest Products - 0.50%
Domtar Corp.		78,600		7,311
Louisiana-Pacific Corp.		965,430		8,979
PH Glatfelter Co.		61,800		840
Wausau Paper Corp.		222,810		1,504
				18,634
Total Materials				213,596
TELECOMMUNICATION SERVICES - 0.19%
EchoStar Corp.A		99,700		3,697
Loral Space & Communications, Inc.A		46,000		3,215
Total Telecommunication Services				6,912
UTILITIES - 4.95%
Electric Utilities - 3.39%
Allete, Inc.		38,490		1,558
Black Hills Corp.		105,100		3,652
El Paso Electric Co.		375,270		11,626
Great Plains Energy, Inc.		1,250,300		25,731
Hawaiian Electric Industries, Inc.		312,620		7,969
IDACORP, Inc.		189,280		7,422
NorthWestern Corp.		329,130		10,713
NV Energy, Inc.		582,503		8,848
Otter Tail Corp.		32,413		758
PNM Resources, Inc.		667,004		10,225
Portland General Electric Co.		1,046,494		26,120
TECO Energy, Inc.		19,335		373
The Empire District Electric Co.		297,900		6,685
Unisource Energy Corp.		100,100		3,717
				125,397
Gas Utilities - 0.98%
AGL Resources, Inc.		132,200		5,488
Atmos Energy Corp.		301,440		10,516
Southern Union Co.		174,200		5,209
Southwest Gas Corp.		61,300		2,438
UGI Corp.		175,000		5,828
WGL Holdings, Inc.		170,520		6,739
				36,218
Multi-Utilities - 0.58%
Avista Corp.		155,500		3,786
Vectren Corp.		49,640		1,419
Westar Energy, Inc.		603,200		16,413
				21,618
Total Utilities				183,233
Total Common Stock (Cost $2,709,847)				3,483,179

	Shares
SHORT-TERM INVESTMENTS- 5.41%
American Beacon U.S. Government Money Market Select Fund D		20,000,000		20,000
JPMorgan U.S. Government Money Market Fund		180,247,178		180,247
Total Short-Term Investments (Cost $200,247)				200,247
SECURITIES LENDING COLLATERAL - 5.75%
American Beacon U.S. Government Money Market Select FundD		198,915,754		198,916
Wells Fargo Advantage Government Money Market Fund		13,659,140		13,659
Total Securities Lending Collateral(Cost $212,575)				212,575
TOTAL INVESTMENTS - 105.33% (Cost $3,122,669)				3,896,001
LIABILITIES, NET OF OTHER ASSETS — (5.33%)				(197,279	)
TOTAL NET ASSETS - 100.00%			$	3,698,722
Percentages are stated as a percent of net assets.

A	Non-income producing security.
B	All or a portion of this security is on loan at April 30, 2011.
C	REIT
D	The Fund is affiliated by having the same investment advisor.

See accompanying notes

11

American Beacon Small Cap Value Fund^SM
Schedule of Investments
April 30, 2011 (Unaudited)

Futures Contracts
(dollars in thousands)

						Unrealized
						Appreciation/
	Number of Contracts		Expiration Date	Value		(Depreciation)
Russell 2000 Mini Index Future		4,836	June, 2011		208,891		10,330
					208,891		10,330

See accompanying notes

12

American Beacon Small Cap Value Fund^SM
Statement of Assets and Liabilities
April 30, 2011 (Unaudited) (in thousands, except share and per share amounts)

Assets:
Investments in unaffiliated securities, at value A C	$	3,697,085
Investments in affiliated securities, at value B		198,916
Cash		16
Deposit with brokers for futures contracts		7,473
Receivable for investments sold		23,898
Dividends and interest receivable		855
Receivable for fund shares sold		5,317
Receivable for variation margin on open futures contracts		1,176
Prepaid expenses		72
Total assets		3,934,808
Liabilities:
Payable for investments purchased		17,426
Payable upon return of securities loaned		212,575
Payable for fund shares redeemed		3,577
Management and investment advisory fees payable (Note 2)		1,197
Administrative service and service fees payable (Note 2)		1,050
Professional fees payable		12
Other liabilities		249
Total liabilities		236,086
Net assets	$	3,698,722
Analysis of Net Assets:
Paid-in-capital		3,146,714
Undistributed net investment income		2,629
Accumulated net realized loss		(234,283	)
Unrealized appreciation of investments, futures contracts, and foreign currency		783,662
Net assets	$	3,698,722
Shares outstanding (no par value):
Institutional Class		90,194,064
Y Class		145,689
Investor Class		56,767,402
Advisor Class		1,817,775
Retirement Class		36,424
AMR Class		21,438,462
A Class		35,718
C Class		14,087
Net asset value, offering and redemption price per share:
Institutional Class	$	21.91
Y Class	$	21.81
Investor Class	$	21.34
Advisor Class	$	21.26
Retirement Class	$	21.12
AMR Class	$	21.82
A Class (net asset value and redemption price)	$	21.33
A Class (offering price)	$	22.63
C Class	$	21.25

A   Cost of investments in unaffiliated securities	$	2,923,753
B   Cost of investments in affiliated securities	$	198,916
C   Market value of securities on loan	$	207,711

See accompanying notes

13

American Beacon Small Cap Value Fund^SM
Statement of Operations
Six Months Ended April 30, 2011 (in thousands) (Unaudited)

Investment Income:
Dividend income from unaffiliated securities (net of foreign taxes)*	$	21,461
Dividend income from affiliated securities		6
Interest income		6
Income derived from securities lending, net		262
Total investment income		21,735
Expenses:
Management and investment advisory fees (Note 2)		7,229
Administrative service fees (Note 2):
Institutional Class		2,622
Y Class		3
Investor Class		1,600
Advisor Class		54
Retirement Class		1
AMR Class		104
A Class		1
Transfer agent fees:
Institutional Class		41
Investor Class		27
Advisor Class		1
AMR Class		16
Custody and fund accounting fees		187
Professional fees		78
Registration fees and expenses		61
Service fees (Note 2):
Y Class		1
Investor Class		1,930
Advisor Class		45
Retirement Class		1
Distribution fees (Note 2):
Advisor Class		45
Retirement Class		1
Prospectus and shareholder reports		177
Insurance fees		34
Trustee fees		107
Other expenses		91
Total expenses		14,457
Net investment income		7,278
Realized and unrealized gain (loss) on investments:
Net realized gain (loss) from:
Investments		182,077
Commission recapture (Note 1)		59
Futures contracts		38,189
Change in net unrealized appreciation or depreciation of:
Investments		433,751
Futures contracts		2,805
Net gain on investments		656,881
Net increase in net assets resulting from operations	$	664,159

* Foreign taxes $ 16

See accompanying notes

14

American Beacon Small Cap Value Fund^SM
Statement of Changes of Net Assets (in thousands)

	Six Months			Year Ended
	Ended			October 31,
	April 30, 2011			2010
	(unaudited)
Increase (Decrease) in Net Assets:
Operations:
Net investment income	$	7,278		$	11,136
Net realized gain on investments, futures contracts, and foreign currency transactions		220,325			179,781
Change in net unrealized appreciation of investments, futures contracts, and foreign currency translations		436,556			296,564
Net increase in net assets resulting from operations		664,159			487,481
Distributions to Shareholders:
Net investment income:
Institutional Class		(7,510	)		(6,896	)
Y Class		(4	)		—
Investor Class		(3,709	)		(2,275	)
Advisor Class		(117	)		—
Retirement Class		(1	)		—
AMR Class		(2,000	)		(2,187	)
Net distributions to shareholders		(13,341	)		(11,358	)
Capital Share Transactions:
Proceeds from sales of shares		583,649			942,144
Reinvestment of dividends and distributions		13,190			11,249
Cost of shares redeemed		(285,081	)		(752,815	)
Net increase in net assets from capital share transactions		311,758			200,578
Net increase in net assets		962,576			676,701
Net Assets:
Beginning of period		2,736,146			2,059,445
End of Period *	$	3,698,722		$	2,736,146

* Includes undistributed net investment income of $ 2,629 $ 8,788

See accompanying notes

15

American Beacon Small Cap Value Fund^SM
Notes to Financial Statements
April 30, 2011 (Unaudited)

1. Organization and Significant Accounting Policies

          American Beacon Funds (the “Trust”), which is comprised of 19 Funds, is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended (the “Act”), as a diversified, open-end management investment company. These financial statements and notes to the financial statements relate to the American Beacon Small Cap Value Fund (the “Fund”), a series of the Trust.

          American Beacon Advisors, Inc. (the “Manager”) is a wholly-owned subsidiary of Lighthouse Holdings, Inc. and was organized in 1986 to provide business management, advisory, administrative and asset management consulting services to the Trust and other investors.

     Class Disclosure

          The Fund has multiple classes of shares designed to meet the needs of different groups of investors. The following table sets forth the differences amongst the classes:

Class:	Offered to:
Institutional Class	Investors making an initial investment of $250,000
Y Class	Investors making an initial investment of $100,000
Investor Class	General public and investors investing through an intermediary
Advisor Class	Investors investing through an intermediary
Retirement Class	Investors investing through an intermediary
AMR Class	Investors in the tax-exempt retirement and benefit plans of the Manager, AMR Corporation, and its affiliates
A Class	General public and investors investing through an intermediary with applicable sales charge
C Class	General public and investors investing through an intermediary with applicable sales charge

          Administrative service fees, service fees and distribution fees vary amongst the classes as described more fully in footnote 2.

          Investment income, net capital gains (losses) and all expenses incurred by the Fund are allocated based on the relative net assets of each class, except for service fees and certain other fees and expenses related solely to one class of shares.

     Security Valuation

          Investments are valued at the close of the New York Stock Exchange (the “Exchange”), normally 4 p.m. ET, each day that the Exchange is open for business. Equity securities for which market quotations are available are valued at the last sale price or official closing price (closing bid price or last evaluated quote if no sale has occurred) on the primary market or exchange on which they trade.

          Debt securities (other than short-term securities) normally are valued on the basis of prices provided by an independent pricing service and may take into account appropriate factors such as institution-size trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other market data. The prices of debt securities may be determined using quotes obtained from brokers.

          Investments in mutual funds are valued at the closing net asset value per share of the mutual fund on the day of valuation. Investment grade short-term obligations with 60 days or less to maturity are valued using the amortized cost method, which approximates fair value.

16

American Beacon Small Cap Value Fund^SM
Notes to Financial Statements
April 30, 2011 (Unaudited)

          Securities for which market prices are not readily available or are not reflective of the fair value of the security, as determined by the Manager, will be priced at fair value following procedures approved by the Board of Trustees (the “Board”).

          Futures are valued based upon the last sale price at the close of market on the principal exchange on which they are traded.

     Valuation Inputs

          Various inputs may be used to determine the value of the Fund’s investments. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.

Level 1 —	Quoted prices in active markets for identical securities.
Level 2 —	Prices determined using other significant observable inputs. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, and others.
Level 3 —	Prices determined using other significant unobservable inputs. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

          The Fund’s investments are summarized by level based on the inputs used to determine their values. During the period there were no significant transfers between levels. As of April 30, 2011, the Fund’s investments were classified as follows: (in thousands)

	Level 1		Level 2		Level 3		Total
Common Stocks	$	3,483,179	$	—	$	—	$	3,483,179
Short-Term Investments		200,247		—		—		200,247
Securities Lending Collateral		212,575		—		—		212,575
Total Investments in Securities	$	3,896,001	$	—	$	—	$	3,896,001
Futures Contracts		10,330		—		—		10,330

     Security Transactions and Investment Income

          Security transactions are recorded on the trade date of the security purchase or sale. The Fund may purchase securities with delivery or payment to occur at a later date. At the time the Fund enters into a commitment to purchase a security, the transaction is recorded, and the value of the security is reflected in the net asset value. The value of the security may vary with market fluctuations.

          Dividend income, net of foreign taxes, is recorded on the ex-dividend date except certain dividends from foreign securities which are recorded as soon as the information is available to the Fund. Interest income is earned from settlement date, recorded on the accrual basis, and adjusted, if necessary, for accretion of discounts and amortization of premiums. For financial and tax reporting purposes, realized gains and losses are determined on the basis of specific lot identification.

     Futures Contracts

          Futures contracts are contracts to buy or sell a standard quantity of securities at a specified price on a future date. The Fund may enter into financial futures contracts as a method for keeping assets readily convertible to cash if needed to meet shareholder redemptions or for other needs while maintaining exposure to the stock or bond market, as applicable. The primary risks associated with the use of futures contracts are the possibility of illiquid markets or imperfect correlation between the values of the contracts and the underlying securities, or that the counterparty will fail to perform its obligations.

17

American Beacon Small Cap Value Fund^SM
Notes to Financial Statements
April 30, 2011 (Unaudited)

          Upon entering into a futures contract, the Fund is required to set aside or deposit with a broker an amount, termed the initial margin, which typically represents 5% of the face value of the futures contract. The Fund reflects this amount on the Statement of Assets and Liabilities as deposit with broker for futures contracts. Payments to and from the broker, known as variation margin, are required to be made on a daily basis as the price of the futures contract fluctuates. Changes in initial settlement values are accounted for as unrealized appreciation (depreciation) until the contracts are terminated, at which time realized gains and losses are recognized. Futures contracts are valued at the most recent settlement price established each day by the exchange on which they are traded.

Values of Derivative Instruments not accounted for as hedging instruments as of April 30, 2011 (in thousands)

	Liability
Statement of Assets and Liabilities	Derivatives	Fair Value
Unrealized appreciation of investments, futures contracts, and foreign currency	Equity Contracts*	$	10,330

Effect of derivative instruments not accounted for as hedging instruments during the year ended April 30, 2011 (in thousands)

Statement of Operations	Derivative	Fair Value
Net realized gain (loss) from futures contracts	Equity Contracts	$	38,189
Change in net unrealized appreciation or depreciation of futures contracts	Equity Contracts	$	2,805

*  Includes cumulative appreciation/depreciation of futures contracts as reported in the Schedule of Investments footnotes. Only current day’s variation margin is reported within the Statement of Assets and Liabilities.

     Dividends to Shareholders

          Dividends from net investment income of the Fund normally will be declared and paid at least annually. Distributions, if any, of net realized capital gains are generally paid at least annually and recorded on the ex-dividend date.

     Commission Recapture

          The Fund has established brokerage commission recapture arrangements with certain brokers or dealers. If the Fund’s investment advisor chooses to execute a transaction through a participating broker, the broker rebates a portion of the commission back to the Fund. Any collateral benefit received through participation in the commission recapture program is directed exclusively to the Fund. This amount is reported with the net realized gain in the Fund’s Statement of Operations.

     Allocation of Income, Expenses, Gains and Losses

          Income, expenses (other than those attributable to a specific class), gains and losses are allocated daily to each class of shares based upon the relative proportion of net assets represented by such class. Operating expenses directly attributable to a specific class are charged against the operations of that class.

     Use of Estimates

          The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ from those estimated.

     Other

          Under the Trust’s organizational documents, its officers and directors are indemnified against certain liability arising out of the performance of their duties to the Trust. In the normal course of business, the Trust enters into contracts that provide indemnification to the other party or parties against potential costs or liabilities. The Trust’s maximum exposure under these arrangements is dependent on claims that may be

18

American Beacon Small Cap Value Fund^SM
Notes to Financial Statements
April 30, 2011 (Unaudited)

made in the future and, therefore, cannot be estimated. The Trust has had no prior claims or losses pursuant to any such agreement.

2. Transactions with Affiliates

     Management Agreement

          The Trust and the Manager are parties to a Management Agreement that obligates the Manager to provide or oversee the provision of investment advisory and portfolio management and securities lending services. Investment assets of the Fund are managed by multiple investment advisors that have entered into separate investment advisory agreements with the Manager. As compensation for performing the duties required under the Management Agreement, the Manager receives from the Fund an annualized fee equal to 0.05% of the average daily net assets plus amounts paid by the Manager to the unaffiliated investment advisors hired by the Manager to direct investment activities of the Funds. Management fees paid during the six months ended April 30, 2011 were as follows (dollars in thousands):

			Amounts paid to
Management Fee Rate	Management Fee		Investment Advisors		Net Amounts Retained by Manager
0.30%-0.55%	$	7,229	$	6,412	$	817

          As compensation for services provided by the Manager in connection with securities lending activities, the Fund pays to the Manager, with respect to cash collateral posted by borrowers, a fee up to 25% of the net monthly interest income (the gross interest income earned by the investment of cash collateral, less the amount paid to borrowers and related expenses) from such activities and, with respect to loan fees paid by borrowers when a borrower posts collateral other than cash, a fee up to 25% of such loan fees. This fee is netted against securities lending income in the Statement of Operations. During the six months ended April 30, 2011, securities lending fees paid to the Manager by the Fund were $34,559.

     Administrative Services Agreement

          The Manager and the Trust entered into an Administrative Services Agreement which obligates the Manager to provide or oversee administrative services to the Fund. As compensation for performing the duties required under the Administrative Services Agreement, the Manager receives an annualized fee of 0.40% of the average daily net assets of the A and C Classes of the Fund, 0.30% of the average daily net assets of the Institutional, Y, Investor, Advisor, and Retirement Classes of the Fund and 0.05% of the average daily net assets of the AMR Class of the Fund. Administrative Service Fees for the C Class for the six months ended April 30, 2011 was less than $500.

     Distribution Plans

          The Fund, except for the Advisor and Retirement, A and C Classes of the Fund, has adopted a “defensive” Distribution Plan (the “Plan”) in accordance with Rule 12b-1 under the Act, pursuant to which no fees may be charged to the Fund for distribution purposes. However, the Plan authorizes the management and administrative service fees received by the Manager and the investment advisors hired by the Manager to be used for distribution purposes. Under this Plan, the Fund does not intend to compensate the Manager or any other party, either directly or indirectly, for the distribution of Fund shares.

          Separate Distribution Plans (the “Distribution Plans”) have been adopted pursuant to Rule 12b-1 under the Act for the Advisor and Retirement, A and C Classes of the Fund. Under the Distribution Plans, as compensation for distribution assistance, the Manager receives an annual fee of 0.25% of the average daily net assets of the Advisor and A Classes, 0.50% of the average daily net assets of the Retirement Class, and 1.00% of the average daily net assets of the C Class. The fee will be payable without regard to whether the amount of the fee is more or less than the actual expenses incurred in a particular month by the Manager for

19

American Beacon Small Cap Value Fund^SM
Notes to Financial Statements
April 30, 2011 (Unaudited)

distribution assistance. Distribution expenses for the A and C Classes for the six months ended April 30, 2011 were less than $500.

     Service Plans

          The Manager and the Trust entered into Service Plans that obligate the Manager to oversee additional shareholder servicing of the Y, Investor, Advisor, and Retirement, A and C Classes. As compensation for performing the duties required under the Service Plans, the Manager receives 0.10% of the average daily net assets of the Y Class, 0.15% of the average daily net assets of the A and C Classes 0.25% of the average daily net assets of the Advisor, and Retirement Classes, and up to 0.375% of the average daily net assets of the Investor Class of the Fund. Service expenses for the Retirement, A, and C Classes for the six months ended April 30, 2011 were less than $500.

     Brokerage Commissions

          Affiliated entities of a sub-advisor to the Fund received net commissions on purchases and sales of the Fund’s portfolio securities totaling $1,978 for the six months ended April 30, 2011.

     Investment in Affiliated Funds

          The Fund may invest in the American Beacon Money Market Select Fund (the “MM Select Fund”) and the American Beacon US Government Money Market Select Fund (the “USG Select Fund”) (collectively, the “Select Funds”). Cash collateral received by the Fund in connection with securities lending may be invested in the Select Funds. The Select Funds and the Fund have the same investment advisor and therefore, are considered to be affiliated. The Manager serves as investment advisor to the Select Funds and receives from the Select Funds an annualized fee of 0.09% of the average daily net assets of the Select Funds. During the six months ended April 30, 2011, the Manager earned fees from the Select Funds totaling $6,411 on the Fund’s direct investment in the Select Funds and $48,479 from the Fund’s securities lending collateral invested in the Select Funds.

     Interfund Lending Program

          Pursuant to an exemptive order by the SEC, the Fund, along with other registered investment companies having management contracts with the Manager, may participate in an interfund lending program as a borrower. This program provides an alternative credit facility allowing the Fund to borrow from other participating Funds. During the six months ended April 30, 2011, the Fund did not utilize the credit facility.

     Expense Reimbursement Plan

          The Fund has adopted an Expense Reimbursement Plan whereby the Manager may seek repayment of fees waived or expenses reimbursed for a period of up to three years. However, reimbursement will occur only if the Class’ average net assets have grown or expenses have declined sufficiently to allow reimbursement without causing its expense ratio to exceed the previously agreed upon contractual expense limit. For the six months ended April 30, 2011, the Y and C Classes waived $1 and $2, respectively. A liability has not been booked as the manager does not intend to seek repayment of this reimbursement.

3. Federal Income and Excise Taxes

          It is the policy of the Fund to qualify as a regulated investment company, by complying with all applicable provisions of the Code and to make distribution of taxable income sufficient to relieve it from substantially all federal income and excise taxes. For federal income tax purposes, the Fund is treated as a single entity for the purpose of determining such qualification.

20

American Beacon Small Cap Value Fund^SM
Notes to Financial Statements
April 30, 2011 (Unaudited)

          The Fund does not have any unrecognized tax benefits in the accompanying financial statements. Each of the tax years in the four year period ended October 31, 2010 remains subject to examination by the Internal Revenue Service. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in “Other expenses” on the Statement of Operations.

          Dividends are categorized in accordance with income tax regulations which may treat certain transactions differently than U.S. generally accepted accounting principles. Accordingly, the character of distributions and composition of net assets for tax purposes may differ from those reflected in the accompanying financial statements.

          The tax character of distributions paid during the six months ended April 30, 2011 and the fiscal year ended October 31, 2010 were as follows (in thousands):

	Six Months Ended		Year Ended
	April 30,		October 31,
	2011		2010
	(unaudited)
Distributions paid from:
Ordinary income*
Institutional Class	$	7,510	$	6,896
Y Class		4		—
Investor Class		3,709		2,275
Advisor Class		117		—
Retirement Class		1		—
AMR Class		2,000		2,187
Total distributions paid	$	13,341	$	11,358

* For tax purposes, short-term capital gains are considered ordinary income distributions.

As of April 30, 2011, the components of distributable earnings on a tax basis were as follows (in thousands):

Cost basis of investments for federal income tax purposes	$	3,169,431
Unrealized appreciation		802,109
Unrealized depreciation		(75,539	)
Net unrealized appreciation/(depreciation)		726,570
Undistributed ordinary income		(179	)
Undistributed long-term gain/(loss)		(184,713	)
Undistributed long-term gain/(loss)		10,330
Distributable earnings	$	552,008

          Financial reporting records are adjusted for permanent book/tax differences to reflect tax character. Financial records are not adjusted for temporary differences. The temporary differences between financial reporting and tax-basis reporting of unrealized appreciation/(depreciation) are attributable primarily to the tax deferral of losses from wash sales, the realization for tax purposes of unrealized gains/(losses) on certain derivative instruments, and reclassifications of income from real estate investment securities.

          Due to inherent differences in the recognition of income, expenses and realized gains/losses under U.S. generally accepted accounting principles and federal income tax regulations, permanent differences between book and tax reporting have been identified and appropriately reclassified on the Statement of Assets and Liabilities.

          Accordingly, the following amounts represent current year permanent differences derived from reclassifications of income from real estate investment securities as of April 30, 2011 (in thousands):

Paid-in-capital	$	169
Undistributed net investment income		(96	)
Accumulated net realized gain (loss)		(73	)
Unrealized appreciation (depreciation) of investments, futures contracts and foreign currency		—

21

American Beacon Small Cap Value Fund^SM
Notes to Financial Statements
April 30, 2011 (Unaudited)

          At April 30, 2011, the capital loss carry forward position of the Fund for federal income tax purposes was $174,383 expiring in 2017. The Fund utilized $219,075 of net capital loss carryovers for the six months ended April 30, 2011.

4. Investment Transactions

          The aggregate cost of purchases and proceeds from sales of investments, other than short-term obligations, for the six months ended April 30, 2011 were (in thousands) $1,069,127 and $812,932, respectively.

          A summary of the Fund’s direct transactions and security lending collateral transactions in the Select Funds for the six months ended April 30, 2011 is set forth below (in thousands):

	October 31, 2010						April 30, 2011
Affiliate	Shares/Market Value		Purchases		Sales		Shares/Market Value
Direct	$	—	$	20,000	$	—	$	20,000
Security Lending		48,791		389,824		239,699		198,916

5. Securities Lending

          The Fund may lend its securities to qualified financial institutions, such as certain broker-dealers, to earn additional income. The borrowers are required to secure their loans continuously with collateral in an amount at least equal to the fair value of the securities loaned, initially in an amount at least equal to 102% of the fair value of domestic securities loaned and 105% of the fair value of international securities loaned. Collateral is monitored and marked to market daily. Daily mark to market amounts are required to be paid to the borrower or received from the borrower by the end of the following business day. This one day settlement for mark to market amounts may result in the collateral being temporarily less than the value of the securities on loan or temporarily more than the required minimum collateral.

          To the extent that a loan is collateralized by cash, such cash collateral shall be invested by the securities lending agent (the “Agent”) in money market mutual funds, and other short-term investments, provided the investments meet certain quality and diversification requirements.

          Securities lending income is generated from the demand premium (if any) paid by the borrower to borrow a specific security and from the return on investment of cash collateral, reduced by negotiated rebate fees paid to the borrower and transaction costs. To the extent that a loan is secured by non-cash collateral, securities lending income is generated as a demand premium reduced by transaction costs. The Fund, the Agent, and the Manager retain 75%, 15%, and 10%, respectively, of the income generated from securities lending.

          While securities are on loan, the Fund continues to receive any income associated with that security and any gain or loss in the market price that may occur during the term of the loan.

          Securities lending transactions pose certain risks to the Fund, including that the borrower may not provide additional collateral when required or return the securities when due, that the value of the short-term investments will be less than the amount of cash collateral required to be returned to the borrower, that non-cash collateral may be subject to legal constraints in the event of a borrower bankruptcy, and that the cash collateral investments could become illiquid and unable to be used to return collateral to the borrower. The Fund could also experience delays and costs in gaining access to the collateral. The Fund bears the risk of any deficiency in the amount of the cash collateral available for return to the borrower and any action which impairs its ability to liquidate non-cash collateral to satisfy a borrower default.

22

American Beacon Small Cap Value Fund^SM
Notes to Financial Statements
April 30, 2011 (Unaudited)

     As of April 30, 2011, the value of outstanding securities on loan and the value of collateral was as follows (in thousands):

Market Value of Securities on Loan	Non-Cash Collateral	Cash Collateral Posted by Borrower
$ 207,711	$ —	$ 212,575

     Cash collateral is listed in the Fund’s Schedule of Investments and is shown on the Statement of Assets and Liabilities. Income earned on these investments is included in Income derived from securities lending in the Statement of Operations.

     Non-cash collateral received by the Fund may not be sold or re-pledged except to satisfy a borrower default. Therefore, non-cash collateral is not included on the Fund’s Schedule of Investments or Statement of Assets and Liabilities.

6. Capital Share Transactions

     The tables below summarize the activity in capital shares for each Class of the Fund (dollars and shares in thousands):

Six Months Ended April 30, 2011

	Institutional Class						Y Class						Investor Class						Advisor Class
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		14,117		$	287,546			100		$	2,102			9,825		$	195,490			354		$	6,972
Reinvestment of dividends		372			7,454			—			5			185			3,613			6			117
Shares redeemed		(6,702	)		(137,406	)		(7	)		(154	)		(5,639	)		(111,289	)		(405	)		(8,070	)
Net increase (decrease) in shares outstanding		7,787		$	157,594			93		$	1,953			4,371		$	87,814			(45	)	$	(981	)

	Retirement Class						AMR Class						A Class						C Class
	Shares			Amount			Shares			Amount			Shares			Amount			Shares		Amount
Shares sold		21		$	419			4,686		$	90,100			36		$	736			14	$	284
Reinvestment of dividends		—			1			100			2,000			—			—			—		—
Shares redeemed		(5	)		(99	)		(1,407	)		(28,034	)		(1	)		(28	)		—		(1	)
Net increase (decrease) in shares outstanding		16		$	321			3,379		$	64,066			35		$	708			14	$	283

Year Ended October 31, 2010

	Institutional Class						Y Class						Investor Class						Advisor Class
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		26,437		$	442,447			98		$	1,732			15,077		$	249,419			937		$	15,835
Reinvestment of dividends		431			6,838			—			—			143			2,224			—			—
Shares redeemed		(16,704	)		(273,902	)		(46	)		(788	)		(14,033	)		(226,469	)		(1,102	)		(17,989	)
Net increase (decrease) in shares outstanding		10,074		$	175,383			52		$	944			1,187		$	25,174			(165	)	$	(2,154	)

	Retirement Class						AMR Class						A Class				C Class
	Shares			Amount			Shares			Amount			Shares		Amount		Shares		Amount
Shares sold		22		$	390			13,750		$	232,298			1	$	17		—	$	6
Reinvestment of dividends		—			—			138			2,187			—		—		—		—
Shares redeemed		(1	)		(25	)		(14,762	)		(233,642	)		—		—		—		—
Net increase (decrease) in shares outstanding		21		$	365			(874	)	$	843			1	$	17		—	$	6

23

American Beacon Small Cap Value Fund
Financial Highlights
(For a share outstanding throughout the period)

							Institutional Class												Y Class
	Six Months Ended																		Six Months Ended
	April 30,F						Year Ended October 31,												April 30,F
	2011F			2010			2009			2008			2007			2006			2011F			2010
	(unaudited)																		(unaudited)
Net asset value, beginning of period	$	17.84		$	14.39		$	12.53		$	22.10		$	22.53		$	20.43		$	17.76		$	14.37
Income from investment operations:
Net investment income		0.05			0.08			0.10			0.25			0.22			0.19			0.04			0.14
Net gains (losses) on securities (both realized and unrealized)		4.11			3.46			1.96			(7.13	)		1.10			2.94			4.09			3.36
Total income (loss) from investment operations		4.16			3.54			2.06			(6.88	)		1.32			3.13			4.13			3.50
Less distributions:
Dividends from net investment income		(0.09	)		(0.09	)		(0.20	)		(0.22	)		(0.19	)		(0.14	)		(0.08	)		(0.11	)
Distributions from net realized gains on securities		—			—			—			(2.47	)		(1.56	)		(0.89	)		—			—
Total distributions		(0.09	)		(0.09	)		(0.20	)		(2.69	)		(1.75	)		(1.03	)		(0.08	)		(0.11	)
Net asset value, end of period	$	21.91		$	17.84		$	14.39		$	12.53		$	22.10		$	22.53		$	21.81		$	17.76
Total return A,B		23.36	%C		24.71	%		16.97	%		(34.84	)%		6.10	%		15.80	%		23.30	%C		24.44	%
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	1,975,777		$	1,470,084		$	1,040,805		$	826,232		$	1,413,734		$	1,319,024		$	3,177		$	931
Ratios to average net assets (annualized):
Expenses, net of waivers		0.79	%		0.81	%		0.84	%		0.81	%		0.80	%		0.82	%		0.90	%		0.91	%
Expenses before waivers		0.79	%		0.81	%		0.84	%		0.81	%		0.80	%		0.82	%		0.90	%		0.91	%
Net investment income (loss), net of waivers		0.54	%		0.52	%		0.87	%		1.36	%		0.94	%		0.83	%		0.31	%		0.39	%
Net investment income (loss), before waivers		0.54	%		0.52	%		0.87	%		1.36	%		0.94	%		0.83	%		0.31	%		0.39	%
Portfolio turnover rate		26	%C		59	%		61	%		62	%		52	%		48	%		26	%C		59	%

A	May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net assets for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.
B	Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable.
C	Not annualized.
D	Annualized.
E	Portfolio turnover rate is for the period from November 1, 2008 through October 31, 2009.
F	On November 30, 2010 Metropolitan West Capital Management, LLC was terminated and ceased managing assets of the Small Cap Value Fund.

24

									Investor Class															Advisor Class
			Six Months Ended																		Six Months Ended
August 03 to			April 30,						Year Ended October 31,												April 30,						Year Ended October 31,
October 31, 2009			2011F			2010			2009			2008			2007			2006			2011F				2010			2009			2008			2007
			(unaudited)																		(unaudited)
$	14.03		$	17.40		$	14.05		$	12.22		$	21.62		$	22.08		$	20.04		$	17.33		$	13.97		$	12.13		$	21.46		$	21.94
	0.00			0.02			0.03			0.08			0.20			0.16			0.13			0.00			0.01			0.06			0.16			0.10
	0.34			3.99			3.37			1.91			(6.97	)		1.07			2.89			3.99			3.35			1.90			(6.93	)		1.07
	0.34			4.01			3.40			1.99			(6.77	)		1.23			3.02			3.99			3.36			1.96			(6.77	)		1.17
	—			(0.07	)		(0.05	)		(0.16	)		(0.16	)		(0.13	)		(0.09	)		(0.06	)		—			(0.12	)		(0.09	)		(0.09	)
	—			—			—			—			(2.47	)		(1.56	)		(0.89	)		—			—			—			(2.47	)		(1.56	)
	—			(0.07	)		(0.05	)		(0.16	)		(2.63	)		(1.69	)		(0.98	)		(0.06	)		—			(0.12	)		(2.56	)		(1.65	)
$	14.37		$	21.34		$	17.40		$	14.05		$	12.22		$	21.62		$	22.08		$	21.26		$	17.33		$	13.97		$	12.13		$	21.46
	2.42	%		23.08	%C		24.21	%		16.59	%		(35.04	)%		5.83	%		15.56	%		23.07	%C		24.05	%		16.41	%		(35.19	)%		5.55	%
$	1		$	1,211,430		$	911,737		$	719,239		$	699,670		$	1,316,188		$	1,333,814		$	38,639		$	32,295		$	28,333		$	33,479		$	69,112
	1.11	%D		1.15	%		1.18	%		1.15	%		1.06	%		1.05	%		1.06	%		1.29	%		1.32	%		1.31	%		1.31	%		1.32	%
	1.11	%D		1.15	%		1.18	%		1.15	%		1.06	%		1.05	%		1.06	%		1.29	%		1.32	%		1.34	%		1.31	%		1.32	%
	0.03	%D		0.18	%		0.17	%		0.59	%		1.12	%		0.70	%		0.59	%		0.05	%		0.03	%		0.48	%		0.86	%		0.43	%
	0.03	%D		0.18	%		0.17	%		0.59	%		1.12	%		0.70	%		0.59	%		0.05	%		0.03	%		0.44	%		0.86	%		0.43	%
	61	%E		26	%C		59	%		61	%		62	%		52	%		48	%		26	%C		59	%		61	%		62	%		52	%

25

American Beacon Small Cap Value Fund
Financial Highlights
(For a share outstanding throughout the period)

	Advisor Class			Retirement Class									AMR Class
				Six Months Ended									Six Months Ended
				April 30,						May 01 to October			April 30,			Year Ended October 31,
	2006			2011G			2010			31, 2009			2011G			2010			2009			2008
				(unaudited)									(unaudited)
Net asset value, beginning of period	$	19.94		$	17.23		$	13.95		$	11.58		$	17.76		$	14.32		$	12.48		$	22.05
Income from investment operations:
Net investment income (loss)		0.07			0.01			0.04			(0.02	)		0.02			0.18			0.11			0.33
Net gains (losses) on securities (both realized and unrealized)		2.88			3.93			3.28			2.39			4.14			3.38			1.97			(7.15	)
Total income (loss) from investment operations		2.95			3.94			3.32			2.37			4.16			3.56			2.08			(6.82	)
Less distributions:
Dividends from net investment income		(0.06	)		(0.05	)		(0.04	)		—			(0.10	)		(0.12	)		(0.24	)		(0.28	)
Distributions from net realized gains on securities		(0.89	)		—			—			—			—			—			—			(2.47	)
Total distributions		(0.95	)		(0.05	)		(0.04	)		—			(0.10	)		(0.12	)		(0.24	)		(2.75	)
Net asset value, end of period	$	21.94		$	21.12		$	17.23		$	13.95		$	21.82		$	17.76		$	14.32		$	12.48
Total return A,B		15.23	%		22.88	%C		23.82	%		20.47	%C		23.45	%C		25.00	%		17.30	%		(34.71	)%
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	70,602		$	769		$	360		$	1		$	467,868		$	320,715		$	271,066		$	209,927
Ratios to average net assets (annualized):
Expenses, net of waivers		1.34	%		1.55	%		1.54	%		1.53	%D		0.54	%		0.57	%		0.59	%		0.56	%
Expenses before waivers		1.34	%		1.55	%		1.54	%		1.53	%D		0.54	%		0.57	%		0.59	%		0.56	%
Net investment income (loss), net of waivers		0.31	%		(0.27	)%		(0.20	)%		(0.28)	%D		0.78	%		0.76	%		1.11	%		1.62	%
Net investment income (loss), before waivers		0.31	%		(0.27	)%		(0.20	)%		(0.28)	%D		0.78	%		0.76	%		1.11	%		1.62	%
Portfolio turnover rate		48	%		26	%C		59	%		61	%E		26	%C		59	%		61	%		62	%

A	May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net assets for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.
B	Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable.
C	Not annualized.
D	Annualized.
E	Portfolio turnover rate is for the period from November 1, 2008 through October 31, 2009.
F	Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.
G	On November 30, 2010 Metropolitan West Capital Management, LLC was terminated and ceased managing assets of the Small Cap Value Fund.

26

						A Class						C Class
						Six Months Ended						Six Months Ended
						April 30,			May 17 to October			April 30,			September 01 to
2007			2006			2011G			31, 2010			2011G			October 31, 2010
						(unaudited)						(unaudited)
$	22.48		$	20.38		$	17.39		$	17.33		$	17.37		$	15.62
	0.30			0.27			0.05			0.00			0.01			(0.01	)
	1.08			2.91			3.95			0.06			3.90			1.76
	1.38			3.18			4.00			0.06			3.91			1.75
	(0.25	)		(0.19	)		(0.06	)		—			(0.03	)		—
	(1.56	)		(0.89	)		—			—			—			—
	(1.81	)		(1.08	)		(0.06	)		—			(0.03	)		—
$	22.05		$	22.48		$	21.33		$	17.39		$	21.25		$	17.37
	6.39	%		16.12	%		23.03	%C		0.35	%C		22.57	%C		11.20	%C
$	411,406		$	412,857		$	762		$	18		$	300		$	6
	0.54	%		0.55	%		1.27	%		1.28	%D		2.00	%		2.10	%D
	0.54	%		0.55	%		1.27	%		1.28	%D		2.00	%		2.69	%D
	1.21	%		1.10	%		(0.25	)%		0.01	%D		(1.00	)%		(1.28)	%D
	1.21	%		1.10	%		(0.25	)%		0.01	%D		(1.01	)%		(1.86)	%D
	52	%		48	%		26	%C		59	%F		26	%C		59	%F

27

Disclosure Regarding the Board of Trustees’ Approval of Investment Advisory Agreements
(Unaudited)

     The Board met on March 9, 2011 to consider a revised fee schedule to the Hotchkis & Wiley Capital Management, LLC (“HWCM”) investment advisory agreement (“Agreement”) on behalf of the American Beacon Balanced and Large Cap Value Funds. HWCM sought the approval of the revised fee schedule for the Funds as a result of increased allocation of assets to HWCM due to the termination of Metropolitan West Capital Management, LLC as a subadvisor to the Funds. Prior to the meeting, the Board requested and reviewed information provided by HWCM in connection with its consideration of the revised fee schedule. A discussion of the factors relating to the Board’s approval of the revised fee schedule follows.

Nature, extent and quality of the services to be provided by HWCM. The Board considered various factors in approving the revised fee schedule, including the fact that it had considered the renewal of the HWCM Agreement at its May 2010 meeting. At that meeting, the Board received detailed information regarding HWCM, including information regarding its business, staffing, financial condition, trading activities, insurance coverage and compliance matters. The Board considered HWCM’s representation that none of its responses provided in connection with the May 2010 meeting would be materially different in light of the revised fee schedule. In addition, the Board considered HWCM’s representation that it will continue to provide the same portfolio management services that it currently provides to the Funds. Based on this information, the Board concluded that the nature, extent and quality of the advisory services provided by HWCM supported a decision to approve the revised fee schedule.

Comparisons of the amounts to be paid under the Revised Fee Schedule with those under contracts between HWCM and its other clients and the Funds’ Other Subadvisors. In evaluating the proposed fee schedule, the Board reviewed the proposed revisions to the breakpoints contained in the fee schedule to the HWCM Agreement, which effectively increase the fee rate paid by the Funds on any new assets managed by HWCM above $1.45 billion. The Board considered the Manager’s representation that it was seeking the Board’s approval of the revised fee schedule in light of the capacity constraints on HWCM’s strategy and the need for additional resources to manage increased Fund assets allocated to HWCM following the termination of another subadvisor to the Funds. The Board also noted the Manager’s representation that HWCM has agreed not to increase its fee on assets it managed prior to the reallocation of assets. The Board further noted the Manager’s representation that notwithstanding the increase in HWCM’s fee rate applicable to any new assets above $1.45 billion, HWCM’s fee schedule will be as low as, or lower, than any current subadvisor for the Funds and lower than the fee rate that was paid to the terminated subadvisor. In addition, the Board considered HWCM’s representation that the existing and proposed fee schedules for the Funds are lower than the fee schedules for its other clients and HWCM’s standard fee schedule. The Board also considered the Manager’s representation that it believes that it would be beneficial for the Funds to have increased exposure to HWCM’s portfolio in light of its long-term record of superior performance. This information assisted the Board in concluding that the fee rate payable by the Funds pursuant to the revised fee schedule to the HWCM Agreement appeared to be within a reasonable range for the services provided to the Funds, in light of all the factors considered.

Performance of HWCM. In connection with the Board’s consideration of the revised fee schedule, the Board considered the investment performance of HWCM on behalf of the equity portion of the Balanced Fund and HWCM’s portion of the Large Cap Value Fund, as compared to the performance of the Hotchkis Large Cap Diversified Composite (“Hotchkis Composite”) and the Russell 1000 Value Index (“Russell Index”). The Board noted that the Balanced Fund outperformed the Hotchkis Composite and the Russell Index for the one- and three-year periods ended December 31, 2010, matched the Composite’s performance for the five-year period and underperformed the Rusell Index for the five-year period. The Board also considered that the Large Cap Value Fund outperformed the Hotchkis Composite for the three- and five-year periods ended December 31, 2010 and matched the Composite for the one-year period, while also outperforming the Russell Index for the one- and three-year periods and underperforming for the five-year period. In light of all the information provided, the Board concluded that the historical investment performance record of HWCM supported the approval of the revised fee schedule to the HWCM Agreement on behalf of the Funds.

Extent to which economies of scale would be realized as the Fund grows and whether fee levels reflect these economies of scale for the benefit of Fund investors. The Board considered that the proposed fee schedule will compensate HWCM for additional resources that are needed to manage an increased allocation of Fund assets. In addition, the Board considered that notwithstanding the fact that the revised fee schedule increases the fee rate paid to HWCM on any new assets above $1.45 billion, the revised fee rate contains breakpoints for the benefit of Fund investors and that the overall fee rate paid to HWCM is as low as, or lower, than the fee rate paid to any other current subadvisor for the Funds and lower than the fee rate that was paid to the terminated subadvisor. The Board also noted that the fees paid to HWCM are passed through the Manager by the Fund and that the Manager would not benefit economically from the proposed fee schedule. Based on the foregoing information, the Board concluded that the breakpoints under the revised fee schedule continue to reflect economies of scale associated with the services provided by HWCM to the Funds.

Costs of the services to be provided and profits to be realized by HWCM and its affiliates from the relationship with the Funds. The Board noted the arm’s-length nature of the relationship between the Manager and HWCM with respect to the negotiation of the advisory fee rate on behalf the Funds and, as a result, did not consider the costs of the services to be provided and profits to be realized by HWCM from its relationship with the Funds.

Benefits to be derived by HWCM from the relationship with the Funds. The Board considered that it reviewed any potential fall-out benefits that may accrue to HWCM as a result of its services to the Funds at the May 2010 meeting and that HWCM did not provide updated information with respect to fall out benefits at the March 2011 meeting. Based on the foregoing information, the Board concluded that “fall-out” benefits that may accrue to HWCM were not a material factor in approving the revised fee schedule.

Board’s Conclusion. Based on the various considerations described above, the Board, including a majority of Trustees who are not parties to the HWCM Agreement or “interested persons” of any such party, as that term is defined in the 1940 Act, concluded that the proposed advisory fee rate is reasonable and that the approval of the revised fee schedule is in the best interests of the Balanced Fund and the Large Cap Value Fund and their shareholders and, as a result, approved the revised fee schedule with respect to the Funds.

28

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29

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To obtain more information about the Fund:

7	8
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(	-
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Call (800) 388-3344
Availability of Quarterly Portfolio Schedules	Availability of Proxy Voting Policy and Records
In addition to the Schedule of Investments provided in each semi-annual and annual report, the Fund files a complete schedule of its portfolio holdings with the Securities and Exchange Commission (“SEC”) on Form N-Q as of the first and third fiscal quarters. The Fund’s Forms N-Q are available on the SEC’s website at www.sec.gov. The Forms N-Q may also be reviewed and copied at the SEC’s Public Reference Room, 450 Fifth Street, NW, Washington, DC 20549. Information regarding the operation of the SEC’s Public Reference Room may be obtained by calling 1-800-SEC-0330. A complete schedule of the Fund’s portfolio holdings is also available on the Funds’ website (www.americanbeaconfunds.com) approximately twenty days after the end of each month.	A description of the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities is available in the Fund’s Statement of Additional Information, is available free of charge on the Fund’s website (www.americanbeaconfunds.com) and by calling 1-800-967-9009 or by accessing the SEC’s website at www.sec.gov. The Fund’s proxy voting record for the most recent year ended June 30 is filed annually with the SEC on Form N-PX. The Fund’s Forms N-PX are available on the SEC’s website at www.sec.gov. The Fund’s proxy voting record may also be obtained by calling 1-800-967-9009.

Fund Service Providers:

Custodian	Transfer Agent	Independent Registered	Distributor
State Street Bank and Trust	Boston Financial Data Services	Public Accounting	Foreside Fund Services, LLC
Boston, Massachusetts	Kansas City, Missouri	Firm Ernst & Young LLP	Portland, Maine
		Dallas, Texas

This report is prepared for shareholders of the American Beacon Funds and may be distributed to others only if preceded or accompanied by a current Prospectus or Summary Prospectus.

American Beacon Funds and American Beacon Small Cap Value Fund are service marks of American Beacon Advisors, Inc.

SAR 04/11

l V I S I O N l E X P E R I E N C E Semi-Annual Report April 30, 2011 EMERGING MARKETS FUND INTERNATIONAL EQUITY FUND

About American Beacon Advisors

     Since 1986, American Beacon Advisors has offered a variety of products and investment advisory services to numerous institutional and retail clients, including a variety of mutual funds, corporate cash management, and separate account management.

     Our clients include defined benefit plans, defined contribution plans, foundations, endowments, corporations, financial planners, and other institutional investors. With American Beacon Advisors, you can put the experience of a multi-billion dollar asset management firm to work for your company.

Contents

Message from American Beacon		1
Market and Performance Overviews		2-8
Schedule of Investments:
Emerging Markets		10
International Equity		16
Additional Information	Back Cover

Any opinions herein, including forecasts, reflect our judgment as of the end of the reporting period and are subject to change. Each advisor’s strategies and the Fund’s portfolio composition will change depending on economic and market conditions. This report is not a complete analysis of market conditions and, therefore, should not be relied upon as investment advice. Although economic and market information has been compiled from reliable sources, American Beacon Advisors, Inc. makes no representation as to the completeness or accuracy of the statements contained herein.

Investing in foreign equities entails additional risk not associated with domestic equities, such as currency fluctuations, economic and political instability and differences in accounting standards. The risks of investing in foreign equities are heightened when investing in emerging markets.

American Beacon Funds April 30, 2011

Fellow Shareholders,

Over the past six months, the world’s equity markets have generally rallied on, despite concerns for the pace of the global economic recovery, reoccurrences of sovereign debt worries, geopolitical unrest, rising commodity inflation and the potential impact of Japan’s recent earthquake. Though challenging, these factors were offset by increasing reports of strength in corporate earnings and the persistence of economic recovery in the U.S. and growth in China.

The performance of our international funds reflects this strength as well. It also reflects the American Beacon investment philosophy: that portfolios managed with a longer-term perspective tend to be better positioned for riding out the inevitable waves of economic and geopolitical upheaval.

For the six-month period ended April 30, 2011:

     >>American Beacon Emerging Markets Fund (Institutional Class) rose 7.50%

     >>American Beacon International Equity Fund (Institutional Class) gained 13.58%

While day-to-day volatility continues to influence the world’s equity and credit markets, American Beacon remains focused on seeking opportunities and meeting market challenges to deliver the type of consistency in performance and service our shareholders value.

Our process is summarized as: Oversight 360. It’s an ongoing commitment to cast a watchful and analytical eye over all the factors that influence our fellow shareholders’ investments.

Thank you for your continued investment in the American Beacon Funds. To obtain further details about the growing number of investment opportunities now available within the American Beacon Funds family or to access your account information, please visit our website at www.americanbeaconfunds.com.

Best Regards,
 

 

Gene L. Needles, Jr. 

President
American Beacon Funds 

1

Emerging Markets Overview
April 30, 2011 (Unaudited)

     For the six months ended April 30, 2011, the Fund’s benchmark, the MSCI Emerging Markets Index, produced a return of 9.74%.

     The period began with increased volatility, as the risk of inflation—driven by higher food and oil prices—and tightening monetary policy caught the attention of investors. By the end of the calendar year 2010, food commodities had surged 30% and oil reached $90 a barrel.

     Oil prices pushed 20% higher over the course of the first quarter of 2011 as a revolutionary fervor swept across the Middle East and Northern Africa. While rising energy prices tended to hamper importers, higher prices generally helped exporting markets such as Russia and Brazil. For example, with energy companies comprising more than half of the MSCI Russia Index, the country’s stock market was a standout performer during the beginning two months of the period.

     In response to these rising prices, China—a net importer of oil—formally tightened interest rates by 50 basis points (0.50%) to subdue the inflationary impact. For its part, India aggressively used monetary policy to address the 10% rise in its consumer price index.

     Financial stocks were weak in most markets in anticipation of slower loan growth in 2011. The exceptions to this could be found among the more mature Asian markets—Taiwan and South Korea—where inflation remained under control. South Africa also proved to be an exception, as its prices remained in check. Mexico was able to deliver solid results, thanks to improving sentiment regarding the economic health of the U.S., its dominant trading partner. Emerging Europe, however, pulled back on news of Ireland’s debt problems and the need for additional sovereign debt support.

     After significant underperformance by emerging markets in January and February, the performance gap between this asset class and the developed markets narrowed somewhat in March. Supporting this move were the sharp spike in oil prices, still-elevated commodity prices, and the correspondingly weaker dollar.

     Still, over the full six-month period, emerging markets experienced four-plus months of underperformance relative to the developed markets. This brought valuations back to a modest discount to their historical averages.

     April proved to be another good month for the global stock markets, with investors remaining resilient in the face of continuing macro-level turbulence, high oil and gas prices, and other rising commodity prices. Supporting the markets were a slight easing of tensions in the Middle East and Northern Africa, strong earnings reports from the U.S. and elsewhere, and confirmation from the Federal Reserve that its “dovish” monetary policy will continue well beyond the June 30, 2011 end-date for its second round of quantitative easing.

2

Performance Overview
American Beacon Emerging Markets Fund^SM
April 30, 2011 (Unaudited)

     The Institutional Class of the Emerging Markets Fund returned 7.50% for the six months ended April 30, 2011. The Fund underperformed the MSCI Emerging Markets Index (“Index”) return of 9.74% and the Lipper Emerging Markets Funds Index return of 8.43% for the period.

	Annualized Total Returns
	Periods Ended 4/30/11
	6 Months*			1 Year			5 Years			10 Years
Institutional Class(1,7)		7.50	%		18.77	%		8.51	%		16.11	%
Y Class (1,2,7)		7.50	%		18.69	%		8.48	%		16.09	%
Investor Class(1,3,7)		7.23	%		18.23	%		8.12	%		15.79	%
A Class with sales charge (1,4,7)		1.17	%		11.39	%		6.83	%		15.11	%
A Class without sales charge (1,4,7)		7.33	%		18.18	%		8.11	%		15.79	%
C Class with sales charges (1,5,7)		5.87	%		16.59	%		8.00	%		15.73	%
C Class without sales charge (1,5,7)		6.87	%		17.59	%		8.00	%		15.73	%
AMR Class(1,7)		7.45	%		18.74	%		8.72	%		16.36	%
MSCI Emg Mkts Index(6)		9.74	%		20.67	%		9.85	%		16.58	%
Lipper Emg Mkts Funds Index(6)		8.43	%		20.88	%		8.15	%		15.92	%

* Not annualized

1.	Performance shown is historical and may not be indicative of future returns. Investment returns and principal value will vary, and shares may be worth more or less at redemption than at original purchase. Performance shown is as of date indicated, and current performance may be lower or higher than the performance data quoted. To obtain performance as of the most recent month end, please visit www.americanbeaconfunds.com or call 1-800-967-9009. Fund performance in the table above does not reflect the deduction of taxes a shareholder would pay on distributions or the redemption of shares. A portion of the fees charged to the Institutional Class has been waived since 2010. Performance prior to waiving fees was lower than the actual returns shown.
2.	Fund performance for the one-year, five-year, and ten-year periods represent the total returns achieved by the Institutional Class from 4/30/01 up to 3/1/10, the inception date of the Y Class, and the returns of the Y Class since its inception. Expenses of the Y Class are higher than those of the Institutional Class. As a result, total returns shown may be higher than they would have been had the Y Class been in existence since 4/30/01. A portion of the fees charged to the Y Class has been waived since 2010. Performance prior to waiving fees was lower than the actual returns shown.
3.	Fund performance for the ten-year period represents the total returns achieved by the Institutional Class from 4/30/01 up to 10/1/02, the inception date of the Investor Class, and the returns of the Investor Class since its inception. Expenses of the Investor Class are higher than those of the Institutional Class. Therefore, total returns shown may be higher than they would have been had the Investor Class been in existence since 4/30/01. A portion of the fees charged to the Investor Class of the Fund was waived in 2004 to 2005, and since 2010 and recouped in 2006. Performance prior to fee waivers and fee recoupment is different than the actual returns shown.
4.	Fund performance for the one-year, five-year, and ten-year periods represents total returns achieved by the Institutional Class from 4/30/01 through 10/1/02, the Investor Class from 10/1/02 up to 5/17/10, the inception date of the A Class, and the returns of the A Class since its inception. Expenses of the A Class are higher than those of the Institutional and Investor Classes. As a result, total returns shown may be higher than they would have been had the A Class been in existence since 4/30/01. A portion of the fees charged to the A Class has been waived since 2010. Performance prior to waiving fees was lower than the actual returns shown. The maximum sales charge for A Class is 5.75%.
5.	Fund performance for the one-year, five-year, and ten-year periods represents total returns achieved by the Institutional Class from 4/30/01 through 10/1/02, the Investor Class from 10/1/02 up to 9/1/10, the inception date of the C Class, and the returns of the C Class since its inception. Expenses of the C Class are higher than those of the Institutional and Investor Classes. As a result, total returns shown may be higher than they would have been had the C Class been in existence since 4/30/01. A portion of the fees charged to the C Class has been waived since 2010. Performance prior to waiving fees was lower than the actual returns shown. The maximum contingent deferred sales charge for C Class is 1.00% for shares redeemed within one year of the date of purchase.
6.	The MSCI Emerging Markets Index is a market capitalization weighted index composed of companies that are representative of the market structure of developing countries in Latin America, Asia, Eastern Europe, the Middle East and Africa. The Lipper Emerging Market Funds Index tracks the results of the 30 largest mutual funds in the Lipper Emerging Market Funds category. Lipper is an independent mutual fund research and ranking service. One cannot directly invest in an index.
7.	The total annual Fund operating expense ratio set forth in the most recent Fund prospectus for the Institutional, Y, Investor, A, C, and AMR Class shares was 1.59%, 1.83%, 1.87%, 2.27%, 3.42%, and 1.35%, respectively. The expense ratios above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.

     The Fund underperformed the Index over the six-month period as a result of poor stock selection. Country allocation added value for the period.

     Stock selections in South Korea and China led to the relative underperformance, despite positive selections in Brazil. In South Korea, under-performance stemmed from investments in Korea Electric Power Corp. (down 9.2%) and Grand Korea Leisure Co. Ltd. (down 20.1%). Chinese investments Chaoda Modern Agriculture Holdings Ltd. (down 16.5% during the period the stock was held by the Fund) and Sinotrans Ltd. (down 9.3%) also detracted for the period. Positive contributors in Brazil, including Vivo Participacoes S.A. (up 58.9%) and Redecard S.A. (up 16.2%), added value for the period.

     Relative contribution from country allocation was positive for the six-month period, due to overweighting South Korea and the Czech Republic

3

Performance Overview
American Beacon Emerging Markets Fund^SM
April 30, 2011 (Unaudited)

(up 27.1% and 24.8%, respectively). Underweighting Russia (up 29.7%) detracted from relative performance during the period.

The Fund’s basic philosophy remains focused on investing in attractively valued companies with above-average earnings growth expectations.

Top Ten Holdings

	% of
	Net Assets
Petroleo Brasileiro S.A.		3.1	%
Hyundai Motor Co.		1.8	%
China Mobile Ltd.		1.7	%
Standard Bank Group Ltd/South Africa		1.7	%
KB Financial Group, Inc.		1.6	%
Gazprom OAO		1.5	%
POSCO		1.5	%
Samsung Electronics Co. Ltd.		1.5	%
PetroChina Co. Ltd.		1.3	%
Telefonica O2 Czech Republic AS		1.7	%

Sector Allocation

	% of
	Equities
Financials		22.9	%
Telecommunication Services		13.1	%
Consumer Staples		11.4	%
Information Technology		10.5	%
Materials		9.9	%
Energy		9.8	%
Consumer Discretionary		8.7	%
Utilities		6.3	%
Industrials		5.9	%
Health Care		1.5	%

Country Allocation

Country Allocation

	% of
	Equities
South Korea		18.5	%
Hong Kong/China		18.1	%
Brazil		16.4	%
South Africa		6.8	%
India		6.2	%
Taiwan		6.0	%
Mexico		4.5	%
Russia		4.2	%
Turkey		2.5	%
Czech Republic		2.4	%
Indonesia		2.2	%
Philippines		2.1	%
Malaysia		2.0	%
Thailand		1.3	%
Poland		1.3	%
Austria		1.2	%
Hungary		1.1	%
United States		0.9	%
Egypt		0.5	%
Peru		0.4	%
Argentina		0.4	%
Cayman Islands		0.3	%
Singapore		0.2	%
Lebanon		0.2	%
United Kingdom		0.1	%
Chile		0.1	%
Israel		0.1	%

4

Fund Expenses
American Beacon Emerging Markets Fund^SM
April 30, 2011 (Unaudited)

Fund Expense Example

     As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, such as redemption fees, and (2) ongoing costs, including management fees, administrative service fees, distribution (12b-1) fees, and other Fund expenses. The examples below are intended to help you understand the ongoing cost (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

     The examples are based on an investment of $1,000 invested at the beginning of the period in each Class and held for the entire period from November 1, 2010 through April 30, 2011.

Actual Expenses

     The “Actual” lines of the table provide information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. Shareholders of the Investor and Institutional Classes that invest in the Fund through an IRA may be subject to a custodial IRA fee of $15 that is typically deducted each December. If your account was subject to a custodial IRA fee during the period, your costs would have been $15 higher.

Hypothetical Example for Comparison Purposes

     The “Hypothetical” lines of the table provide information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed 5% per year rate of return before expenses (not the Fund’s actual return). You may compare the ongoing costs of investing in the Fund with other funds by contrasting this 5% hypothetical example and the 5% hypothetical examples that appear in the shareholder reports of the other funds. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. Shareholders of the Investor and Institutional Classes that invest in the Fund through an IRA may be subject to a custodial IRA fee of $15 that is typically deducted each December. If your account was subject to a custodial IRA fee during the period, your costs would have been $15 higher.

     You should also be aware that the expenses shown in the table highlight only your ongoing costs and do not reflect any transaction costs charged by the Fund, such as redemption fees. Similarly, the expense examples for other funds do not reflect any transaction costs charged by those funds, such as sales charges (loads), redemption fees or exchange fees. Therefore, the “Hypothetical” lines of the table are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. If you were subject to any transaction costs during the period, your costs would have been higher.

	Beginning		Ending
	Account		Account		Expenses Paid
	Value		Value		During Period*
	11/1/10		4/30/11		11/1/10-4/30/11
Institutional Class
Actual	$	1,000.00	$	1,075.02	$	6.95
Hypothetical **	$	1,000.00	$	1,018.10	$	6.76
Y Class
Actual	$	1,000.00	$	1,075.02	$	7.45
Hypothetical **	$	1,000.00	$	1,017.62	$	7.24
Investor Class
Actual	$	1,000.00	$	1,072.25	$	9.19
Hypothetical **	$	1,000.00	$	1,015.93	$	8.94
AMR Class
Actual	$	1,000.00	$	1,074.51	$	6.70
Hypothetical **	$	1,000.00	$	1,018.34	$	6.51
A Class
Actual	$	1,000.00	$	1,073.34	$	9.01
Hypothetical **	$	1,000.00	$	1,016.11	$	8.76
C Class
Actual	$	1,000.00	$	1,068.72	$	13.04
Hypothetical **	$	1,000.00	$	1,012.18	$	12.69

*

Expenses are equal to the Fund’s annualized expense ratios for the six-month period of 1.35%, 1.45%, 1.79%, 1.30%, 1.75% and 2.54% for the Institutional, Y, Investor, AMR, A and C Classes respectively, multiplied by the average account value over the period, multiplied by the number derived by dividing the number of days in the most recent fiscal half-year (181) by days in the year (365) to reflect the half year period.

**

5% return before expenses.

5

International Equity Market Overview
April 30, 2011 (Unaudited)

          For the six months ended April 30, 2011, the MSCI EAFE Index gained 12.71%. The international financial markets held firm during the period as economic and corporate earnings improvements served to offset Europe’s sovereign debt worries, escalating geopolitical turmoil in the Middle East and Northern Africa and a devastating natural disaster in Japan.

     International equities also benefited from continued fiscal policy support in the developed world. The U.S. led the way when its Federal Reserve Board ushered in another round of quantitative easing and the Obama Administration extended the Bush-era tax cuts in late 2010.

     In Europe, where fiscal deficits continue to plague the peripheral nations, Ireland and Portugal were forced to accept bailouts during the period and the European Central Bank (ECB) approved the creation of a €700 billion rescue facility to address future sovereign funding shortfalls. The ECB’s extraordinary interventions indicated its commitment to preserving the stability of the monetary union. But its decision to raise interest rates toward the end of the period also signaled vigilance on price stability, the bank’s primary mandate. The European rate hike was also notable for its divergence from the ultra-loose monetary policy in the U.S.

     Meanwhile, in other parts of the world—particularly the emerging markets—the fight against inflation continued. Over 20 countries raised their official interest rates during the period to forestall asset bubbles and to diminish the impact of growing inflationary pressures.

     Rising commodity prices fueled the global inflationary pressures, with oil surpassing $100/barrel for the first time since 2008 and agricultural commodities achieving their highest prices on record. Geopolitical instability helped exacerbate pricing pressures, with the eruption of civil conflict in the Middle East and Northern Africa at the beginning of 2011 threatening global oil supplies. Growing concerns about the creditworthiness of advanced economies eroded confidence in fiat currencies, pressuring the U.S. dollar and sending the price of precious metals to new heights. Finally, genuine economic growth and demand increases also helped support commodity prices.

     For the most part, international economic trends remained positive, led by emerging markets, where organic demand growth continued to surge despite more restrictive monetary policy. Growth was less consistent in the developed world, where the ongoing recovery was allayed by austerity programs and ongoing weakness in labor and real estate markets. Nonetheless, the broader economic trend remained positive, which—in combination with a corporate profit cycle that is shaping up to be one of the strongest in market history—helped equities reach new post-crisis heights during the six-month period.

6

Performance Overview
American Beacon International Equity Fund^SM
April 30, 2011 (Unaudited)

     The Institutional Class of the International Equity Fund returned 13.58% for the six months ended April 30, 2011. The Fund outperformed the MSCI EAFE Index (“Index”) return of 12.71% and the Lipper International Funds Index return of 12.72% for the period.

				Annualized Total Returns
				Periods Ended 4/30/11
	6 Months*			1 Year			5 Years			10 Years
Institutional Class(1,8)		13.58	%		20.22	%		2.24	%		6.67	%
Y Class (1,2,8)		13.49	%		19.99	%		2.20	%		6.65	%
Investor Class(1,8)		13.35	%		19.69	%		1.92	%		6.42	%
Advisor Class (1,3,8)		13.32	%		19.53	%		1.65	%		6.18	%
Retirement Class (1,4,8)		13.28	%		19.35	%		1.61	%		6.16	%
A Class with sales charge (1,5,8)		6.80	%		12.62	%		.69	%		5.77	%
A Class without sales charge (1,5,8)		13.31	%		19.50	%		1.89	%		6.40	%
C Class with sales charge (1,6,8)		11.83	%		17.78	%		1.77	%		6.33	%
C Class without sales charge (1,6,8)		12.83	%		18.78	%		1.77	%		6.33	%
AMR Class(1,8)		13.74	%		20.49	%		2.49	%		6.94	%
Lipper Int’l. Funds Index(7)		12.72	%		19.89	%		2.85	%		6.42	%
MSCI EAFE Index (7)		12.71	%		19.18	%		1.54	%		5.29	%

*	Not annualized
1.	Performance shown is historical and may not be indicative of future returns. Please note that the recent growth rate in the stock market has helped to produce short-term returns that are not typical and may not continue in the future. Investment returns and principal value will vary, and shares may be worth more or less at redemption than at original purchase. Performance shown is as of date indicated, and current performance may be lower or higher than the performance data quoted. To obtain performance as of the most recent month end, please visit www.americanbeaconfunds.com or call 1-800-967-9009. Fund performance in the table above does not reflect the deduction of taxes a shareholder would pay on distributions or the redemption of shares.
2.	Fund performance for the five year and ten-year periods represents the total returns achieved by the Institutional Class from 4/30/01 up to 8/3/09, the inception date of the Y Class, and the returns of the Y Class since its inception.
3.	Fund performance for the ten-year period represents the total returns achieved by the Investor Class from 4/30/01 up to 5/1/03, the inception date of the Advisor Class, and the returns of the Advisor Class since its inception. Expenses of the Advisor Class are higher than those of the Investor Class. As a result, total returns shown may be higher than they would have been had the Advisor Class been in existence since 4/30/01. A portion of the fees charged to the Advisor Class of the Fund was waived through 2007. Performance prior to waiving fees was lower than the actual returns shown for periods through 2007.
4.	Fund performance for the five-year and ten-year periods represents the total returns achieved by the Investor Class from 4/30/01 through 4/30/03 and the Advisor Class from 5/1/03 up to 5/1/09, the inception date of the Retirement Class, and the returns of the Retirement Class since its inception. Expenses of the Retirement Class are higher than those of the Advisor and Investor Classes. As a result, total returns shown may be higher than they would have been had the Retirement Class been in existence since 4/30/01.
5.	Fund performance for the one-year, five-year, and ten-year periods represents the total returns achieved by the Investor Class from 4/30/01 up to 5/17/10, the inception date of the A Class, and the returns of the A Class since its inception. Expenses of the A Class are higher than those of the Investor Class. As a result, total returns shown may be higher than they would have been had the A Class been in existence since 4/30/01. A portion of the fees charged to the A Class was waived since 2011. Performance prior to waiving fees was lower than the actual returns shown since 2011. The maximum sales charge for A Class is 5.75%.
6.	Fund performance for the one-year, five-year, and ten-year periods represents the total returns achieved by the Investor Class from 4/30/01 up to 9/1/10, the inception date of the C Class, and the returns of the C Class since its inception. Expenses of the C Class are higher than those of the Investor Class. As a result, total returns shown may be higher than they would have been had the C Class been in existence since 4/30/01. A portion of the fees charged to the C Class was waived since 2011. Performance prior to waiving fees was lower than the actual returns shown since 2011. The maximum contingent deferred sales charge for C Class is 1.00% for shares redeemed within one year of the date of purchase.
7.	The Lipper International Funds Index tracks the results of the 30 largest mutual funds in the Lipper International Funds category. Lipper is an independent mutual fund research and ranking service. The MSCI EAFE Index is a market capitalization weighted index of international stock performance composed of equities from developed markets excluding the U.S. and Canada. One cannot directly invest in an index.
8.	The total annual Fund operating expense ratio set forth in the most recent Fund prospectus for the Institutional, Y, Investor, Advisor, Retirement, A, C, and AMR Class shares was 0.72%, 0.82%, 1.08%, 1.27%, 1.67%, 1.27%, 2.17%, and 0.47%, respectively. The expense ratios above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.

     The Fund outperformed the Index by 0.87% over the six-month period due to stock selection and country allocation.

     Stock selections within Japan, the United Kingdom, and Sweden contributed to the Fund’s relative outperformance. In Japan, the Fund added value through investments in KDDI Corp. (up 24.8%), Daito Trust Construction Co. Ltd. (up 35.1%), and JGC Corp. (up 30.9%). Investments in Resolution Ltd. (up 60.7% for the period the stock was held by the Fund), and Rexam plc (up 28.3%) in the United Kingdom and Telefonaktiebolaget LM Ericsson (up 43.1%) in Sweden also benefited relative performance for the period. Stock selections in Germany detracted from relative

7

Performance Overview
American Beacon International Equity Fund^SM
April 30, 2011 (Unaudited)

performance, led by Allianz SE (down 12.1% during the period the stock was held by the Fund).

     Country allocation also contributed positively to relative performance, specifically underweighting Japan (up 4.8%) and investing in South Korea (up 27.1%), though the Fund lost value as the result of underweighting Australia (up 17.9%) during the period.

     Although economic and market conditions vary from period to period, the Fund’s primary strategy of investing in undervalued companies with above-average earnings growth expectations remains consistent.

Top Ten Holdings

	% of
	Net Assets
Sanofi-Aventis S.A.		2.4	%
Novartis AG		2.2	%
Siemens AG		1.9	%
UBS AG		1.8	%
HSBC Holdings plc		1.7	%
Total S.A.		1.6	%
Royal Dutch Shell plc		1.5	%
DBS Group Holdings Ltd.		1.5	%
GlaxoSmithKline plc		1.5	%
Roche Holding Ltd.		1.6	%

Sector Allocation

	% of
	Equities*
Financials		23.1	%
Industrials		15.1	%
Consumer Discretionary		12.3	%
Health Care		9.9	%
Materials		9.6	%
Energy		8.2	%
Consumer Staples		6.7	%
Telecommunication Services		6.1	%
Information Technology		6.0	%
Utilities		2.9	%
Private Placement		0.1	%

Regional Allocation*

*   Shown as a percentage of equities

Region
Europe	73.4	%
Asia	25.0	%
North America	1.3	%
Middle East	0.3	%

8

Fund Expenses
American Beacon International Equity Fund^SM
April 30, 2011 (Unaudited)

Fund Expense Example

     As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, such as redemption fees, and (2) ongoing costs, including management fees, administrative service fees, distribution (12b-1) fees, and other Fund expenses. The examples below are intended to help you understand the ongoing cost (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

     The examples are based on an investment of $1,000 invested at the beginning of the period in each Class and held for the entire period from November 1, 2010 through April 30, 2011.

Actual Expenses

     The “Actual” lines of the table provide information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. Shareholders of the Investor and Institutional Classes that invest in the Fund through an IRA may be subject to a custodial IRA fee of $15 that is typically deducted each December. If your account was subject to a custodial IRA fee during the period, your costs would have been $15 higher.

Hypothetical Example for Comparison Purposes

     The “Hypothetical” lines of the table provide information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed 5% per year rate of return before expenses (not the Fund’s actual return). You may compare the ongoing costs of investing in the Fund with other funds by contrasting this 5% hypothetical example and the 5% hypothetical examples that appear in the shareholder reports of the other funds. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. Shareholders of the Investor and Institutional Classes that invest in the Fund through an IRA may be subject to a custodial IRA fee of $15 that is typically deducted each December. If your account was subject to a custodial IRA fee during the period, your costs would have been $15 higher.

     You should also be aware that the expenses shown in the table highlight only your ongoing costs and do not reflect any transaction costs charged by the Fund, such as redemption fees. Similarly, the expense examples for other funds do not reflect any transaction costs charged by those funds, such as sales charges (loads), redemption fees or exchange fees. Therefore, the “Hypothetical” lines of the table are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. If you were subject to any transaction costs during the period, your costs would have been higher.

	Beginning		Ending
	Account		Account		Expenses Paid
	Value		Value		During Period*
	11/1/10		4/30/11		11/1/10-4/30/11
Institutional Class
Actual	$	1,000.00	$	1,135.85	$	3.77
Hypothetical **	$	1,000.00	$	1,021.26	$	3.57
Y Class
Actual	$	1,000.00	$	1,134.88	$	4.35
Hypothetical **	$	1,000.00	$	1,020.72	$	4.12
Investor Class
Actual	$	1,000.00	$	1,133.49	$	5.67
Hypothetical **	$	1,000.00	$	1,019.48	$	5.37
Advisor Class
Actual	$	1,000.00	$	1,133.18	$	6.51
Hypothetical **	$	1,000.00	$	1,018.69	$	6.16
Retirement Class
Actual	$	1,000.00	$	1,132.80	$	6.76
Hypothetical **	$	1,000.00	$	1,018.46	$	6.40
AMR Class
Actual	$	1,000.00	$	1,137.39	$	2.44
Hypothetical **	$	1,000.00	$	1,022.51	$	2.31
A Class
Actual	$	1,000.00	$	1,133.08	$	6.34
Hypothetical **	$	1,000.00	$	1,018.85	$	6.00
C Class
Actual	$	1,000.00	$	1,128.28	$	10.61
Hypothetical **	$	1,000.00	$	1,014.82	$	10.05

*

Expenses are equal to the Fund’s annualized expense ratios for the six-month period of 0.71%, 0.82%, 1.07%, 1.23%, 1.28%, 0.46%, 1.20% and 2.01% for the Institutional, Y, Investor, Advisor, Retirement, AMR, A and C Classes respectively, multiplied by the average account value over the period, multiplied by the number derived by dividing the number of days in the most recent fiscal half-year (181) by days in the year (365) to reflect the half year period.

**

5% return before expenses.

9

American Beacon Emerging Markets Fund ^SM
Schedule of Investments
April 30, 2011 (Unaudited)

	Shares		Value
			($000)
ARGENTINA - 0.34%
COMMON STOCKS - 0.34% (Cost $629)
Banco Macro S.A., ADRA		2,592		96
Nortel Inversora S.A., ADRA		18,400		480
Total Argentina				576
AUSTRIA - 1.14%
COMMON STOCKS - 1.14% (Cost $1,750)
Erste Group Bank AG		38,472		1,944
BRAZIL - 15.72%
COMMON STOCKS - 13.83% (Cost $20,231)
Banco do Brasil S.A.		72,500		1,336
Banco Santander Brasil S.A./Brazil, ADRA B		176,970		2,055
BM&FBovespa S.A.		50,900		382
BRF — Brasil Foods S.A.		32,010		642
Centrais Eletricas Brasileiras S.A., ADRA		100,100		1,484
Centrais Eletricas Brasileiras S.A.B		15,966		232
Cia de Bebidas das Americas, ADRA		19,280		628
Cia de Saneamento de Minas Gerais-COPASAB		21,200		387
Cielo S.A.		33,700		312
Embraer S.A., ADRA		9,280		301
Fibria Celulose S.A., ADRA		25,500		412
Gerdau S.A., ADRA		38,950		471
Grendene S.A.		31,840		190
Hypermarcas S.A.		13,400		180
Inpar S.A.B		514,200		974
Itau Unibanco Holding S.A., ADRA		49,279		1,170
JBS S.A.		171,100		584
Magnesita Refratarios S.A.B C		53,700		285
Marfrig Alimentos S.A.		166,000		1,709
MRV Engenharia e Participacoes S.A.		20,000		173
PDG Realty S.A. Empreendimentos e Participacoes		60,000		352
Petroleo Brasileiro S.A., A Shares, ADRA		101,479		3,387
Petroleo Brasileiro S.A., ADRA		48,480		1,810
Porto Seguro S.A.		5,360		90
Redecard S.A.		126,900		1,835
Vale S.A., ADRA		23,380		780
Vivo Participacoes S.A., ADRA		31,700		1,325
Total Common Stocks				23,486
PREFERRED STOCKS - 1.89% (Cost $1,812)
Cia de Tecidos do Norte de Minas — Coteminas		40,262		116
Cia Energetica de Minas Gerais		20,803		426
Cia Energetica do Ceara		31,800		698
Gerdau S.A.		5,800		70
Itau Unibanco Holding S.A.		23,255		548
Tele Norte Leste Participacoes S.A., ADRA		22,660		386
Ultrapar Participacoes S.A.		12,500		218
Vale S.A., A Shares		10,704		313
Vale S.A., ADRA		14,986		449
Total Preferred Stocks				3,224
Total Brazil				26,710
CAYMAN ISLANDS - 0.24%
COMMON STOCKS - 0.24% (Cost $415)
China Mengniu Dairy Co Ltd.		66,000		204
Mindray Medical International Ltd., ADRA		7,910		211
Total Cayman Islands				415
CHILE - 0.14%
COMMON STOCKS - 0.14% (Cost $224)
Empresa Nacional de Electricidad S.A./Chile, ADRA		600		34
Empresa Nacional de Electricidad S.A./Chile		109,000		206
Total Chile				240
CZECH REPUBLIC - 2.30%
COMMON STOCKS - 2.30% (Cost $3,045)
CEZ AS		10,500		602
Komercni Banka AS		1,624		428
Telefonica Czech Republic AS		111,788		2,870
Total Czech Republic				3,900
EGYPT - 0.51%
COMMON STOCKS - 0.51% (Cost $1,021)
Commercial International Bank Egypt SAE		82,672		383
Egyptian Financial Group-Hermes Holding, GDRD		5,325		32
Egyptian Financial Group-Hermes Holding		17,649		53
Juhayna Food IndustriesB		152,502		138
Telecom Egypt		92,703		255
Total Egypt				861
HONG KONG/CHINA - 17.34%
COMMON STOCKS - 17.34% (Cost $28,038)
Asia Cement China Holdings Corp.		181,500		148
Bank of China Ltd.		613,890		340
Bank of Communications Co Ltd.B E		139,000		147
Beijing Capital International Airport Co Ltd.		780,000		385
Belle International Holdings Ltd.		165,000		323
BYD Electronic International Co Ltd.		531,000		285
Chaoda Modern Agriculture Holdings Ltd.		2,200,000		1,374
China Coal Energy Co Ltd.		274,000		382
China Construction Bank Corp.		1,348,325		1,276
China Dongxiang Group Co.		1,469,000		514
China Gas Holdings Ltd.		314,000		123
China Life Insurance Co Ltd.		171,000		607
China Minsheng Banking Corp Ltd.		234,000		224
China Mobile Ltd.		321,000		2,955
China Pacific Insurance Group Co Ltd.		95,400		412
China Petroleum & Chemical Corp.		46,370		47
China Petroleum & Chemical Corp., ADRA		1,260		127
China Power International Development Ltd.		1,148,800		265
China Railway Construction Corp Ltd.		310,500		274
China Railway Group Ltd.		541,000		290
China Resources Power Holdings Co Ltd.		1,086,000		2,003
China Shipping Container Lines Co Ltd.		316,000		126
China Telecom Corp Ltd.		500,000		289
China Yuchai International Ltd.		25,420		841
China ZhengTong Auto Services Holdings Ltd.B		153,000		172
CNOOC Ltd.		226,000		558
Dickson Concepts International Ltd.		687,945		545

See accompanying notes

10

American Beacon Emerging Markets Fund ^SM
Schedule of Investments
April 30, 2011 (Unaudited)

	Shares		Value
			($000)
Dongfeng Motor Group Co Ltd.		26,000		41
First Pacific Co Ltd/Hong Kong		2,147,074		2,019
Global Bio-Chem Technology Group Co Ltd.		1,622,520		397
Guangzhou Automobile Group Co Ltd.		343,370		386
Hengan International Group Co Ltd.		24,000		186
Huaneng Power International, Inc.		655,900		362
Huaneng Power International, Inc., ADRA		370		8
Industrial & Commercial Bank of China		1,251,555		1,059
JA Solar Holdings Co Ltd., ADRA B		20,110		138
Maanshan Iron & Steel		262,000		137
NWS Holdings Ltd.		209,651		308
People’s Food Holdings Ltd.		1,313,911		816
Perfect World Co Ltd., ADRA B		15,730		428
PetroChina Co. Ltd.		1,554,000		2,225
Ping An Insurance Group Co.		38,000		416
Renhe Commercial Holdings Co Ltd.		2,644,000		456
Shanghai Industrial Holdings Ltd.		48,000		189
Sinotrans Ltd.		5,671,058		1,387
Sohu.com, Inc.B		3,300		349
Tencent Holdings Ltd.		18,200		520
TPV Technology Ltd.		264,970		152
Want Want China Holdings Ltd.		234,000		210
Weiqiao Textile Co.		1,422,600		1,293
West China Cement Ltd.		470,000		193
Xinhua Winshare Publishing and Media Co Ltd.		477,000		262
Xinjiang Goldwind Science & Technology Co Ltd.C		85,000		118
Yanzhou Coal Mining Co Ltd.		94,000		366
Total Hong Kong/China				29,453
HUNGARY - 1.05%
COMMON STOCKS - 1.05% (Cost $1,329)
Magyar Telekom Telecommunications plc		421,763		1,438
Richter Gedeon Nyrt		1,685		353
Total Hungary				1,791
INDIA - 5.88%
COMMON STOCKS - 5.88% (Cost $8,482)
Asian Paints Ltd.		3,385		212
Bank of India		12,750		131
Coal India Ltd.		11,816		102
Dr Reddy’s Laboratories Ltd.		9,042		340
Engineers India Ltd.		25,898		169
GAIL India Ltd.		16,062		173
Glenmark Pharmaceuticals Ltd.		77,523		523
HDFC Bank Ltd.		9,836		511
Hindustan Petroleum Corp Ltd.		40,070		337
ICICI Bank Ltd.		12,759		320
India Cements Ltd.		263,740		591
IndusInd Bank Ltd.		51,650		303
Infosys Technologies Ltd.		10,960		719
Infrastructure Development Finance Co Ltd.		2,983		10
ITC Ltd.		57,219		249
Jindal Steel & Power Ltd.		17,032		256
Jubilant Life Sciences Ltd.		70,760		287
Larsen & Toubro Ltd.		6,647		240
Mahanagar Telephone Nigam		186,640		205
NMDC Ltd.		59,760		368
Patni Computer Systems Ltd.		22,120		212
Reliance Industries Ltd.		66,006		1,471
Rolta India Ltd.		103,260		323
State Bank of India, GDRD E		5,090		696
State Bank of India		4,540		288
Steel Authority of India Ltd.		53,610		194
Sterlite Industries India Ltd.		77,650		319
Sterlite Industries India Ltd., ADRA		40		1
Sun TV Network Ltd.		5,915		57
Tata Consultancy Services Ltd.		14,799		389
Total India				9,996
INDONESIA - 2.08%
COMMON STOCKS - 2.08% (Cost $2,591)
Aneka Tambang Tbk PT		194,000		52
Astra Agro Lestari Tbk PT		45,500		123
Astra International Tbk PT		57,400		376
Bank Central Asia Tbk PT		406,000		351
Bank Mandiri Tbk PT		355,500		297
Indofood Sukses Makmur Tbk PT		431,500		280
Indosat Tbk PT		797,500		498
Kalbe Farma Tbk PT		176,500		74
Lippo Karawaci Tbk PT		3,957,000		360
Medco Energi Internasional Tbk PT		1,076,000		346
Telekomunikasi Indonesia Tbk PT		872,800		784
Total Indonesia				3,541
ISRAEL - 0.06%
COMMON STOCKS - 0.06% (Cost $102)
Teva Pharmaceutical Industries Ltd., ADRA		2,330		107
LEBANON - 0.20%
COMMON STOCKS - 0.20% (Cost $375)
Banque Audi sal- Audi Saradar Group, GDRD		22,681		171
BLOM Bank SAL, GDRD		17,692		163
Total Lebanon				334
MALAYSIA - 1.87%
COMMON STOCKS - 1.87% (Cost $2,732)
Axiata Group Bhd		385,200		637
CIMB Group Holdings Bhd		96,300		266
Genting Malaysia Bhd		322,910		401
Malayan Banking Bhd		156,318		462
Proton Holdings Bhd		743,800		867
Sime Darby Bhd		77,000		234
Tenaga Nasional Bhd		149,750		304
Total Malaysia				3,171
MEXICO - 4.27%
COMMON STOCKS - 4.27% (Cost $6,323)
America Movil SAB de CV, ADRA		22,047		1,261
Cemex SAB de CV, ADRA		191,880		1,666
Consorcio ARA SAB de CV		299,700		177
Desarrolladora Homex SAB de CV, ADRA B		17,650		498
Empresas ICA SAB de CV		57,400		142
Fomento Economico Mexicano SAB de CV, ADRA		8,600		540
Gruma SAB de CV		287,900		577
Grupo Continental SAB de CV		51,150		192
Grupo Financiero Banorte SAB de CV		131,989		659
Grupo Televisa S.A., ADRA		21,000		498
Industrias CH SAB de CVB		11,400		45
Telefonos de Mexico SAB de CV, ADRA		30,050		563
Wal-Mart de Mexico SAB de CV		141,900		444
Total Mexico				7,262

See accompanying notes

11

American Beacon Emerging Markets Fund ^SM
Schedule of Investments
April 30, 2011 (Unaudited)

	Shares		Value
			($000)
PERU - 0.40%
COMMON STOCKS - 0.40% (Cost $692)
Cia de Minas Buenaventura S.A., ADRA		8,330		347
Credicorp Ltd.		3,410		329
Total Peru				676
PHILIPPINES - 2.04%
COMMON STOCKS - 2.04% (Cost $3,046)
Ayala Corp.		31,560		288
Bank of the Philippine Islands		182,023		250
First Philippine Holdings Corp.		911,470		1,408
Metro Pacific Investments Corp.		3,025,000		259
Metropolitan Bank & Trust		206,289		331
Pepsi-Cola Products Philippines, Inc.C		4,938,000		283
Philippine Long Distance Telephone Co.		5,620		326
SM Investments Corp.		23,830		322
Total Philippines				3,467
POLAND - 1.24%
COMMON STOCKS - 1.24% (Cost $1,918)
Asseco Poland S.A.		24,141		483
Bank Pekao S.A.		2,940		193
Central European Distribution Corp.B		11,838		140
Eurocash S.A.		41,000		502
Telekomunikacja Polska S.A.		120,102		793
Total Poland				2,111
RUSSIA - 4.03%
COMMON STOCKS - 4.03% (Cost $4,828)
Eurasia Drilling Co Ltd., GDRD		6,265		212
Gazprom OAO, ADRA		148,310		2,530
Lukoil OAO, ADRA		31,131		2,168
Rosneft Oil Co., GDRB D E		98,765		877
Sberbank of Russia, GDRD		1,100		440
VimpelCom Ltd., ADRA		42,230		615
Total Russia				6,842
SINGAPORE - 0.18%
COMMON STOCKS - 0.18% (Cost $285)
Haw Par Corp Ltd.		59,325		301
SOUTH AFRICA - 6.51%
COMMON STOCKS - 6.51% (Cost $8,810)
Anglo Platinum Ltd.		7,782		791
ArcelorMittal South Africa Ltd.		13,404		183
AVI Ltd.		84,142		395
Clicks Group Ltd.		57,180		382
Imperial Holdings Ltd.		11,400		205
JD Group Ltd/South Africa		48,110		351
MTN Group Ltd.		96,311		2,142
Murray & Roberts Holdings Ltd.		101,060		388
Naspers Ltd., N Shares		15,039		905
Nedbank Group Ltd.		21,490		479
Pick n Pay Stores Ltd.		69,135		448
SABMiller plc		20,375		770
Sappi Ltd.		50,644		276
Sasol Ltd.		4,820		278
Standard Bank Group Ltd/South Africa		181,294		2,845
Telkom SA Ltd.		39,640		231
Total South Africa				11,069
SOUTH KOREA - 17.72%
COMMON STOCKS - 16.32% (Cost $22,377)
Amorepacific Corp.		126		127
Cheil Industries, Inc.		2,082		229
Cheil Worldwide, Inc.		13,140		169
CJ CheilJedang Corp.		2,036		472
Grand Korea Leisure Co Ltd.		25,130		344
GS Engineering & Construction Corp.		1,480		178
Hana Financial Group, Inc.		270		11
Hite Brewery Co Ltd.		2,811		308
Hynix Semiconductor, Inc.		12,620		398
Hyundai Development Co.		9,690		265
Hyundai Engineering & Construction Co Ltd.		2,729		229
Hyundai Heavy Industries Co Ltd.		471		235
Hyundai Mobis		811		272
Hyundai Motor Co.		3,446		792
Hyundai Steel Co.		1,637		208
Jinro Ltd.		5,440		184
KB Financial Group, Inc.		49,824		2,674
Kia Motors Corp.		4,580		329
Korea Electric Power Corp.		88,035		2,103
Korea Exchange Bank		74,480		633
Korean Reinsurance Co.		21,023		241
KT Corp., ADRA		4,090		83
KT Corp.		2,720		98
KT&G Corp.		9,264		548
LG Chem Ltd.		1,263		624
LG Display Co Ltd.		5,250		189
LG Electronics, Inc.		4,020		387
Lotte Chilsung Beverage Co Ltd.		1,359		1,456
Lotte Confectionery Co Ltd.		804		1,192
NCSoft Corp.		506		134
NHN Corp.		1,230		244
NongShim Co Ltd.		2,230		519
OCI Co Ltd.		743		444
POSCO		5,550		2,423
POSCO, ADRA		790		87
Samsung Electronics Co. Ltd.		2,790		2,324
Samsung Fire & Marine Insurance Co Ltd.		2,836		609
Shinhan Financial Group Co Ltd.		40,425		1,981
Shinsegae Co Ltd.		1,751		441
SK Chemicals Co Ltd.		2,921		206
SK Innovation Co Ltd.		1,131		245
SK Telecom Co Ltd., ADRA		25,410		482
SK Telecom Co Ltd.		9,308		1,412
SSCP Co Ltd.		10,075		31
Tong Yang Life Insurance		34,240		409
Woongjin Coway Co Ltd.		8,066		269
Yuhan Corp.		3,503		469
Total Common Stocks				27,707
PREFERRED STOCKS - 1.40% (Cost $1,671)
Hyundai Motor Co.		29,132		2,188
Samsung Electronics Co. Ltd.		313		184
Total Preferred Stocks				2,372
Total South Korea				30,079
TAIWAN - 5.78%
COMMON STOCKS - 5.78% (Cost $7,784)
Advanced Semiconductor Engineering, Inc.		125,000		145
Asia Cement Corp.		128,720		172
Asustek Computer, Inc.		50,353		454
AU Optronics Corp., ADRA		53,060		430
AU Optronics Corp.		149,520		120
Chimei Innolux Corp.		232,000		238
China Steel Corp.		169,890		210
Chinatrust Financial Holding Co Ltd.		193,914		178

See accompanying notes

12

American Beacon Emerging Markets Fund ^SM
Schedule of Investments
April 30, 2011 (Unaudited)

	Shares		Value
			($000)
E Ink Holdings, Inc.		29,000		59
Epistar Corp.B		23,000		76
First Financial Holding Co Ltd.		177,406		164
Formosa Plastics Corp.		93,000		380
Fubon Financial Holding Co Ltd.		186,034		273
Hon Hai Precision Industry Co Ltd.		284,645		1,078
HTC Corp.		11,818		537
KGI Securities Co Ltd.		365,000		191
Nan Ya Plastics Corp.B		47,000		144
Nan Ya Printed Circuit Board Corp.		157,019		513
Novatek Microelectronics Corp.B		107,000		327
Powertech Technology, Inc.		84,000		305
Quanta Computer, Inc.		133,000		262
Siliconware Precision Industries Co.		100,000		133
SinoPac Financial Holdings Co Ltd.		1,327,987		630
Taiwan Semiconductor Manufacturing Co Ltd.		418,385		1,070
Tatung Co Ltd.		397,298		199
Transcend Information, Inc.		120,520		353
Uni-President Enterprises Corp.		231,400		333
United Microelectronics Corp.		1,008,226		524
Young Fast Optoelectronics Co Ltd.		46,000		315
Total Taiwan				9,813
THAILAND - 1.25%
COMMON STOCKS - 1.25% (Cost $1,322)
Bangkok Bank PCL		35,790		204
Kasikornbank PCL, NVDRF		103,600		439
Kasikornbank PCL		49,100		214
Land and Houses PCL, NVDRF		689,100		152
PTT PCL		30,500		383
Siam Cement PCL, NVDRF		33,800		425
Total Access Communication PCL, NVDRF		186,400		315
Total Thailand				2,132
TURKEY - 2.43%
COMMON STOCKS - 2.43% (Cost $3,529)
Anadolu Efes Biracilik Ve Malt Sanayii AS		33,142		510
Asya Katilim Bankasi AS		137,080		271
Coca-Cola Icecek AS		14,868		224
TAV Havalimanlari Holding ASB		39,704		200
Turk Telekomunikasyon AS		85,095		443
Turkcell Iletisim Hizmetleri AS, ADRA		3,540		52
Turkcell Iletisim Hizmetleri AS		31,130		184
Turkiye Is Bankasi		169,572		600
Turkiye Vakiflar Bankasi Tao		621,147		1,650
Total Turkey				4,134
UNITED KINGDOM - 0.09%
COMMON STOCKS - 0.09% (Cost $107)
JKX Oil & Gas plc		30,390		156
UNITED STATES - 0.85%
COMMON STOCKS - 0.85% (Cost $1,592)
Flextronics International Ltd.B		206,600		1,440
SHORT-TERM INVESTMENTS - 2.46% (Cost $4,185)
JPMorgan U.S. Government Money Market Fund.		4,184,849		4,185
TOTAL INVESTMENTS - 98.12% (Cost $141,245)				166,706
OTHER ASSETS, NET OF LIABILITIES - 1.88%				3,202
TOTAL NET ASSETS - 100.00%			$	169,908

Percentages are stated as a percent of net assets.

A	ADR — American Depositary Receipt
B	Non-income producing security.
C	Private Placement
D	GDR — Global Depositary Receipt
E	Security exempt from registration under the Securities Act of 1933. These securities may be resold to qualified institutional buyers pursuant to Rule 144A. At the period end, the value of these securities amounted to $1,010 or 0.59% of net assets. The Fund has no right to demand registration of these securities
F	NVDR — Non Voting Depositary Receipt

See accompanying notes

13

American Beacon Emerging Markets Fund ^SM
Schedule of Investments
April 30, 2011 (Unaudited)

Futures Contracts
     (dollars in thousands)

						Unrealized
						Appreciation/
	Number of Contracts		Expiration Date	Value		(Depreciation)
MSCI Emerging Market EMini Future		101	June, 2011		6,105		208
					6,105		208

See accompanying notes

14

American Beacon Emerging Markets Fund ^SM
Schedule of Investments
April 30, 2011 (Unaudited)

	Shares		Value
			($000)
AUSTRALIA - 1.78%
COMMON STOCKS - 1.78% (Cost $23,138)
National Australia Bank Ltd.		155,420		4,613
Nufarm Ltd/Australia		307,090		1,626
Primary Health Care Ltd.		615,815		2,342
QBE Insurance Group Ltd.		627,176		12,863
Telstra Corp Ltd.		2,156,700		6,879
Total Australia				28,323
AUSTRIA - 0.20%
COMMON STOCKS - 0.20% (Cost $5,477)
Telekom Austria AG		202,700		3,134
BELGIUM - 0.59%
COMMON STOCKS - 0.59% (Cost $3,538)
Anheuser-Busch InBev N.V.A		147,800		9,424
CANADA - 0.88%
COMMON STOCKS - 0.88% (Cost $9,775)
Potash Corp of Saskatchewan, Inc.		57,600		3,254
Rogers Communications, Inc., Class B		79,600		3,013
Talisman Energy, Inc.		319,100		7,706
Total Canada				13,973
FINLAND - 1.20%
COMMON STOCKS - 1.20% (Cost $19,796)
Nokia OYJ		1,639,103		15,101
Sampo OYJ		115,100		3,873
Total Finland				18,974
FRANCE - 13.10%
COMMON STOCKS - 13.10% (Cost $155,103)
Air Liquide S.A.		24,680		3,651
Alstom S.A.		164,934		10,968
AXA S.A.A		643,806		14,447
BNP Paribas		183,467		14,520
Carrefour S.A.		179,760		8,523
Cie Generale des Etablissements Michelin		90,220		9,043
Danone		82,250		6,025
EDF S.A.		145,570		6,129
European Aeronautic Defence and Space Co N.V.		203,875		6,308
France Telecom S.A.		533,910		12,522
Gemalto N.V.		103,177		5,288
Legrand S.A., ADRB		224,328		10,244
Sanofi-Aventis S.A.		489,577		38,721
Societe Generale		131,225		8,777
Technip S.A.		69,550		7,846
Total S.A.		390,727		25,012
Valeo S.A.		110,396		7,030
Vinci S.A.		140,197		9,365
Vivendi S.A.		112,220		3,521
Total France				207,940
GERMANY - 8.64%
COMMON STOCKS - 8.64% (Cost $100,240)
Bayer AGA		76,715		6,744
Bayerische Motoren Werke AG		89,030		8,396
Celesio AG		245,480		5,952
Deutsche Post AG		986,027		19,512
E.ON AGA		426,700		14,587
Linde AG		81,883		14,748
Merck KGaA		81,929		8,679
Muenchener Rueckversicherungs AG		92,550		15,278
SAP AG		204,010		13,144
Siemens AG		207,383		30,169
Total Germany				137,209
GREECE - 0.53%
COMMON STOCKS - 0.53% (Cost $9,226)
OPAP S.A.		396,130		8,373
HONG KONG/CHINA - 3.57%
COMMON STOCKS - 3.57% (Cost $49,810)
AIA Group Ltd.C		2,400,400		8,113
Cheung Kong Holdings Ltd.		472,500		7,435
Esprit Holdings Ltd.		2,382,723		9,879
Hang Seng Bank Ltd.		343,800		5,383
HSBC Holdings plc		1,128,796		12,253
Hutchison Whampoa Ltd.		187,000		2,138
Swire Pacific Ltd.		237,100		3,621
Yue Yuen Industrial Holdings Ltd.		2,281,667		7,874
Total Hong Kong/China				56,696
IRELAND - 0.93%
COMMON STOCKS - 0.93% (Cost $16,845)
CRH plc		243,030		5,943
James Hardie Industries SEC		385,203		2,491
Smurfit Kappa Group plc		465,636		6,383
Total Ireland				14,817
ISRAEL - 0.30%
COMMON STOCKS - 0.30% (Cost $5,277)
Teva Pharmaceutical Industries Ltd., ADRB		102,650		4,694
ITALY - 3.23%
COMMON STOCKS - 3.23% (Cost $46,854)
Atlantia SpA		218,530		5,376
ENI SpA		233,856		6,252
Finmeccanica SpA		586,755		7,926
Intesa Sanpaolo SpA		1,072,743		3,562
Saras SpA		4,087,555		10,263
Snam Rete Gas SpA		1,005,074		6,252
UniCredit SpA		4,501,489		11,588
Total Italy				51,219
JAPAN - 14.79%
COMMON STOCKS - 14.79% (Cost $218,466)
Asics Corp.		151,980		2,188
Canon, Inc.		139,900		6,553
Daito Trust Construction Co Ltd.		104,900		8,341
Don Quijote Co Ltd.		143,200		5,323
eAccess Ltd.A		4,290		2,010
East Japan Railway Co.		96,900		5,346
FUJIFILM Holdings Corp.		107,900		3,339
Haseko Corp.		3,521,018		2,344
Honda Motor Co Ltd.		393,500		15,475
ITOCHU Corp.		221,700		2,293
JGC Corp.		332,000		8,182
JS Group Corp.		245,600		5,886
JX Holdings, Inc.		350,500		2,428
KDDI Corp.		1,397		9,266
Keyence Corp.		10,900		2,843
Kirin Holdings Co Ltd.		336,000		4,672
Konica Minolta Holdings, Inc.		347,500		3,046
Medipal Holdings Corp.		557,900		4,615

See accompanying notes

15

American Beacon International Equity Fund ^SM
Schedule of Investments
April 30, 2011 (Unaudited)

	Shares		Value
			($000)
Mitsubishi Corp.		125,000		3,358
Mitsubishi UFJ Financial Group, Inc.		2,099,400		10,016
Nintendo Co. Ltd.		11,400		2,694
Ricoh Co Ltd.		445,000		4,883
Ryohin Keikaku Co Ltd.		36,100		1,660
Sankyo Co Ltd.		110,800		5,723
Seven & I Holdings Co Ltd.		194,300		4,846
Shin-Etsu Chemical Co Ltd.		246,000		12,737
SMC Corp/Japan		44,700		8,128
Sony Financial Holdings, Inc.		521,800		9,643
Sumitomo Mitsui Financial Group, Inc.		399,000		12,274
Taiyo Nippon Sanso Corp.		473,000		3,802
Tokyo Electron Ltd.		89,200		5,130
Tokyo Steel Manufacturing Co Ltd.		773,200		8,322
Toyoda Gosei Co Ltd.		291,900		6,352
Toyota Motor Corp.		542,800		21,615
Yahoo Japan Corp.		15,781		5,757
Yamada Denki Co. Ltd.		196,470		13,612
Total Japan				234,702
NETHERLANDS - 5.50%
COMMON STOCKS - 5.50% (Cost $75,614)
Akzo Nobel N.V.A		230,998		17,942
ING Groep N.V.		1,331,840		17,557
Koninklijke Philips Electronics N.V.		499,917		14,824
Randstad Holding N.V.		83,910		4,720
Reed Elsevier N.V.		1,076,005		14,100
SBM Offshore N.V.D		265,765		7,776
TNT N.V.		420,924		10,365
Total Netherlands				87,284
NORWAY - 1.60%
COMMON STOCKS - 1.60% (Cost $13,517)
Aker Solutions ASAA		271,430		6,550
Statoil ASA		266,630		7,801
Telenor ASA		640,840		11,072
Total Norway				25,423
PORTUGAL - 0.58%
COMMON STOCKS - 0.58% (Cost $5,853)
Portugal Telecom SGPS S.A.		747,760		9,128
SINGAPORE - 2.34%
COMMON STOCKS - 2.34% (Cost $22,314)
DBS Group Holdings Ltd.		1,898,060		23,228
Singapore Telecommunications Ltd.		3,428,000		8,738
United Overseas Bank Ltd.		321,000		5,145
Total Singapore				37,111
SOUTH KOREA - 2.46%
COMMON STOCKS - 2.46% (Cost $24,294)
Hyundai Heavy Industries Co Ltd.		18,721		9,346
Hyundai Mobis		12,664		4,242
KB Financial Group, Inc., ADRB		143,018		7,621
KT&G Corp.		174,380		10,318
LG Electronics, Inc.		33,975		3,265
Samsung Electronics Co Ltd., GDRE F		10,114		4,202
Total South Korea				38,994
SPAIN - 3.61%
COMMON STOCKS - 3.61% (Cost $41,707)
Amadeus IT Holding S.A., A Shares		221,700		4,643
Banco Santander S.A.		884,366		11,295
Enagas S.A.		332,547		8,228
Gamesa Corp Tecnologica S.A.		537,029		5,049
Iberdrola S.A.		720,388		6,690
Repsol YPF S.A.		257,990		9,213
Tecnicas Reunidas S.A.		83,252		5,226
Telefonica S.A.		259,268		6,970
Total Spain				57,314
SWEDEN - 1.84%
COMMON STOCKS - 1.84% (Cost $20,878)
Assa Abloy AB		110,800		3,326
Skandinaviska Enskilda Banken AB, A Shares		768,910		7,393
Swedbank AB		258,100		4,895
Telefonaktiebolaget LM Ericsson, B Shares		898,630		13,646
Total Sweden				29,260
SWITZERLAND - 7.84%
COMMON STOCKS - 7.84% (Cost $105,450)
Adecco S.A.		69,120		4,934
Givaudan S.A.		8,771		9,755
Julius Baer Group Ltd.		75,000		3,505
Nestle S.A.		67,550		4,194
Novartis AG		601,310		35,695
Roche Holding AG		153,510		24,899
Swiss Reinsurance Co. Ltd.		100,960		6,017
UBS AG		1,404,024		28,064
Zurich Financial Services AG		26,423		7,423
Total Switzerland				124,486
UNITED KINGDOM - 20.66%
COMMON STOCKS - 20.66% (Cost $260,660)
Anglo American plc		104,458		5,445
Aviva plc		1,725,862		12,880
BAE Systems plc		1,267,054		6,940
Balfour Beatty plc		799,846		4,379
Barclays plc		1,148,487		5,416
BG Group plc		137,442		3,521
BHP Billiton plc		206,292		8,699
BP plc		1,563,839		12,082
British American Tobacco plc		423,629		18,476
Diageo plc		188,780		3,841
Eurasian Natural Resources Corp plc		288,256		4,389
GlaxoSmithKline plc		1,056,382		23,036
Home Retail Group plc		2,002,916		7,357
HSBC Holdings plc		1,318,252		14,431
Informa plc		870,343		6,058
International Power plc		597,900		3,302
Kingfisher plc		1,370,800		6,285
Lloyds Banking Group plc		4,600,244		4,553
Marks & Spencer Group plc		646,520		4,190
Michael Page International plc		685,409		6,320
Pearson plc		305,380		5,871
Petrofac Ltd.		107,812		2,719
Prudential plc		744,080		9,607
Resolution Ltd.		1,398,029		7,069
Rexam plc		1,625,299		10,604
Rio Tinto plc		130,610		9,511
Rolls-Royce Group plcC		177,126,365		19,859
Royal Dutch Shell plc, A Shares		299,638		11,624
Royal Dutch Shell plc, B Shares		299,206		11,630
Standard Chartered plc		379,252		10,509
Tesco plc		779,330		5,253
Unilever plc		674,242		21,871
Vodafone Group plc		7,927,941		22,724
WM Morrison Supermarkets plc		929,100		4,575
WPP plc		352,600		4,603

See accompanying notes

16

American Beacon International Equity Fund ^SM
Schedule of Investments
April 30, 2011 (Unaudited)

	Shares		Value
			($000)
Xstrata plc		326,530		8,299
Total United Kingdom				327,928
UNITED STATES - 0.37%
COMMON STOCKS - 0.37% (Cost $8,673)
Flextronics International Ltd.C		848,510		5,914
SHORT-TERM INVESTMENTS - 2.29% (Cost $36,307)
JPMorgan U.S. Government Money Market Fund		36,307,130		36,307
SECURITIES LENDING COLLATERAL - 4.99% (Cost $79,228)
Wells Fargo Advantage Government Money Market Fund		7,000,000		7,000
American Beacon U.S. Government Money Market Select FundG		72,228,163		72,228
Total Securities Lending Collateral				79,228
TOTAL INVESTMENTS - 103.82% (Cost $1,358,041)				1,647,855
LIABILITIES, NET OF OTHER ASSETS — (3.82%)				(60,672	)
TOTAL NET ASSETS - 100.00%			$	1,587,183

A	All or a portion of this security is on loan at April 30, 2011.
B	ADR — American Depositary Receipt
C	Non-income producing security.
D	Private Placement
E	Security exempt from registration under the Securities Act of 1933. These securities may be resold to qualified institutional buyers pursuant to Rule 144A. At the period end, the value of these securities amounted to $4,202 or 0.27% of net assets. The Fund has no right to demand registration of these securities
F	GDR — Global Depositary Receipt
G	The Fund is affiliated by having the same investment advisor.

Percentages are stated as a percent of net assets.

Futures Contracts
     (dollars in thousands)

						Unrealized
						Appreciation/
	Number of Contracts		Expiration Date	Value		(Depreciation)
France CAC 40 Index		83	June, 2011		4,938		290
Germany DAX Index		15	June, 2011		4,189		365
UK FTSE 100 Index		106	June, 2011		10,667		488
Hang Seng Index		8	May, 2011		1,209		(23	)
Italy MIB 30 Index		9	June, 2011		1,474		47
Tokyo FE TOPIX Index		101	June, 2011		10,624		101
Spain IBEX 35 Index		11	May, 2011		1,751		13
Sweden OMX Index		82	May, 2011		1,575		40
Canada S&PCDA 60 Index		34	June, 2011		5,711		21
Australia SPI Index		32	June, 2011		4,209		40
Netherlands 200 AEX Index		12	May, 2011		1,273		(1	)
					47,621		1,382

See accompanying notes

17

American Beacon International Equity Fund ^SM
Schedule of Investments
April 30, 2011 (Unaudited)

Forward Foreign Currency Exchange Contracts
      (dollars in thousands)

						Unrealized Gain/
Contracts To Deliver		Settlement Date		Market Value		(Loss)
1,309	Canadian Dollar		6/17/2011		1,382		(35	)
734	Swiss Franc		6/17/2011		849		(54	)
2,221	Euro Currency		6/17/2011		3,286		(156	)
1,517	Pound Sterling		6/17/2011		2,532		(86	)
216,605	Japanese Yen		6/17/2011		2,671		(58	)
2,259	Swedish Krona		6/17/2011		373		(17	)
946	Australian Dollar		6/17/2011		1,031		(72	)
Total contracts to deliver				$	12,124		(478	)
(Receivable amount $11,646)
						Unrealized Gain/
Contracts To Receive		Settlement Date		Market Value		(Loss)
5,209	Canadian Dollar		6/17/2011		5,500		193
3,627	Swiss Franc		6/17/2011		4,194		276
8,805	Euro Currency		6/17/2011		13,025		855
6,258	Pound Sterling		6/17/2011		10,447		428
821,825	Japanese Yen		6/17/2011		10,134		43
9,368	Swedish Krona		6/17/2011		1,547		90
3,850	Australian Dollar		6/17/2011		4,196		403
Total contracts to recieve				$	49,043		2,288
(Payable amount $(46,755))
Net Currency Fluctuation							1,810

See accompanying notes

18

American Beacon Funds
Statements of Assets and Liabilities
April 30, 2011 (Unaudited) (in thousands, except share and per share amounts)

	Emerging			International
	Markets Fund			Equity Fund
Assets:
Investments in unaffiliated securities, at value A D	$	166,706		$	1,575,627
Investments in affiliated securities, at value B		—			72,228
Foreign currency, at value C		1,103			2,039
Cash		—			24
Deposit with brokers for futures contracts		757			6,356
Receivable for investments sold		1,042			9,829
Dividends and interest receivable		617			7,553
Receivable for fund shares sold		221			2,074
Receivable for tax reclaims		5			1,632
Receivable for expense reimbursement (Note 2)		5			—
Receivable for variation margin on open futures contracts		53			33
Net unrealized Appreciation on foreign currency contracts		—			1,810
Prepaid expenses		56			79
Total assets		170,565			1,679,284
Liabilities:
Payable for investments purchased		518			10,270
Payable upon return of securities loaned		—			79,228
Payable for fund shares redeemed		11			1,355
Management and investment advisory fees payable (Note 2)		97			405
Administrative service and service fees payable (Note 2)		14			428
Professional fees payable		7			39
Trustee fees payable		2			29
Prospectus and shareholder reports		—			148
Other liabilities		8			199
Total liabilities		657			92,101
Net Assets	$	169,908		$	1,587,183
Analysis of Net Assets:
Paid-in-capital		137,657			1,449,619
Undistributed net investment income		(118	)		19,050
Accumulated net realized gain (loss)		6,675			(175,127	)
Unrealized appreciation of investments, futures contracts, and foreign currency		25,694			293,641
Net assets	$	169,908		$	1,587,183
Shares outstanding (no par value):
Institutional Class		587,429			31,803,168
Y Class		362,054			36,604
Investor Class		842,608			28,226,610
Advisor Class		N/A			86,147
Retirement Class		N/A			86
AMR Class		9,108,115			26,197,042
A Class		3,860			1,378
C Class		671			579
Net asset value, offering and redemption price per share:
Institutional Class	$	15.51		$	18.43
Y Class	$	15.62		$	19.10
Investor Class	$	15.27		$	18.26
Advisor Class		N/A		$	18.78
Retirement Class		N/A		$	18.68
AMR Class	$	15.61		$	18.45
A Class (net asset value and redemption price)	$	15.30		$	18.53
A Class (offering price)	$	16.23		$	19.66
C Class	$	15.24		$	18.47

A Cost of investments in unaffiliated securities	$	141,245	$	1,285,813
B Cost of investments in affiliated securities	$	—	$	72,228
C Cost of foreign currency	$	1,090	$	1,986
D Market value of securities on loan	$	—	$	75,812

See accompanying notes

19

American Beacon Funds
Statements of Operations
Six Months Ended April 30, 2011 (Unaudited) (in thousands)

	Emerging			International
	Markets Fund			Equity Fund
Investment Income:
Dividend income from unaffiliated securities (net of foreign taxes) A	$	1,600		$	21,893
Interest income		4			12
Income derived from securities lending, net		—			243
Total investment income		1,604			22,148
Expenses:
Management and investment advisory fees (Note 2)		622			2,323
Administrative service fees (Note 2):
Institutional Class		15			811
Y Class		7			1
Investor Class		19			708
Advisor Class		—			2
AMR Class		35			115
Transfer agent fees:
Institutional Class		—			18
Y Class		2			—
Investor Class		1			19
AMR Class		4			13
A Class		2			2
C Class		2			2
Custody and fund accounting fees		321			307
Professional fees		18			52
Registration fees and expenses		37			67
Service fees (Note 2):
Y Class		2			—
Investor Class		15			848
Advisor Class		—			2
Distribution fees (Note 2):
Advisor Class		—			2
Prospectus and shareholder reports		10			88
Trustee fees		5			52
Other expenses		18			93
Total expenses		1,135			5,525
Net (fees waived and expenses reimbursed) (Note 2)		(21	)		(3	)
Net expenses		1,114			5,522
Net investment income		490			16,626
Realized and unrealized gain (loss) on investments:
Net realized gain (loss) from: B
Investments		15,922			28,287
Commission recapture (Note 1)		—			28
Foreign currency transactions		1,857			24,835
Futures contracts		1,001			4,817
Change in net unrealized appreciation or depreciation of:
Investments		(9,571	)		70,409
Foreign currency translations		2,030			45,870
Futures contracts		(184	)		542
Net gain on investments		11,055			174,788
Net increase in net assets resulting from operations	$	11,545		$	191,414

A    Foreign taxes	$	166	$	1,842
B    Net of foreign withholding taxes on capital gains	$	—	$	—

See accompanying notes

20

American Beacon Funds
Statements of Changes in Net Assets (in thousands)

	Emerging Markets Fund						International Equity Fund
	Six Months Ended			Year Ended			Six Months Ended			Year Ended
	April 30, 2011			October 31, 2010			April 30, 2011			October 31, 2010
	(unaudited)						(unaudited)
Increase (Decrease) in Net Assets:
Operations:
Net investment income	$	490		$	1,026		$	16,626		$	29,764
Net realized gain on investments, futures contracts, and foreign currency transactions		18,780			19,496			57,967			35,831
Change in net unrealized appreciation or depreciation of investments, futures contracts, and foreign currency translations		(7,725	)		8,049			116,821			81,056
Net increase in net assets resulting from operations		11,545			28,571			191,414			146,651
Distributions to Shareholders:
Net investment income:
Institutional Class		(85	)		(130	)		(14,155	)		(15,298	)
Y Class		—			—			(7	)		—
Investor Class		(43	)		(131	)		(8,721	)		(12,702	)
Advisor Class		—			—			(13	)		—
AMR Class		(942	)		(1,717	)		(15,008	)		(14,360	)
Net distributions to shareholders		(1,070	)		(1,978	)		(37,904	)		(42,360	)
Capital Share Transactions:
Proceeds from sales of shares		35,245			19,983			119,113			253,975
Reinvestment of dividends and distributions		1,067			1,969			35,604			39,420
Cost of shares redeemed		(27,259	)		(27,910	)		(182,906	)		(304,686	)
Redemption fees		22			36			29			177
Net increase (decrease) in net assets from capital share transactions		9,075			(5,922	)		(28,160	)		(11,114	)
Net increase in net assets		19,550			20,671			125,350			93,177
Net Assets:
Beginning of period		150,358			129,687			1,461,833			1,368,656
End of Period *	$	169,908		$	150,358		$	1,587,183		$	1,461,833
*    Includes undistributed net investment income (loss) of	$	(118	)	$	408		$	19,050		$	32,347

See accompanying notes

21

American Beacon Funds
Notes to Financial Statements
April 30, 2011 (Unaudited)

1. Organization and Significant Accounting Policies

          American Beacon Funds (the “Trust”) is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, (the “Act”) as a diversified, open-end management investment company. These financial statements and notes to the financial statements relate to the American Beacon Emerging Markets and International Equity Funds (the “Funds”), each a series of the Trust.

          American Beacon Advisors, Inc. (the “Manager”) is a wholly-owned subsidiary of Lighthouse Holdings, Inc. and was organized in 1986 to provide business management, advisory, administrative and asset management consulting services to the Trust and other investors.

     Class Disclosure

          The Funds have multiple classes of shares designed to meet the needs of different groups of investors. The following table sets forth the differences amongst the classes:

Class:	Offered to:
Institutional Class	Investors making an initial investment of $250,000
Y Class	Investors making an initial investment of $100,000
Investor Class	General public and investors investing through an intermediary
Advisor Class	Investors investing through an intermediary
Retirement Class	Investors investing through an intermediary
A Class	General public and investors investing through an intermediary with applicable sales charges
C Class	General public and investors investing through an intermediary with applicable sales charges
AMR Class	Investors in the tax-exempt retirement and benefit plans of the Manager, AMR Corporation, and its affiliates

          Administrative service fees, service fees and distribution fees vary amongst the classes as described more fully in footnote 2.

          Investment income, net capital gains (losses) and all expenses incurred by the Funds are allocated based on the relative net assets of each class, except for service fees and certain other fees and expenses related solely to one class of shares.

     Security Valuation

          Investments are valued at the close of the New York Stock Exchange (the “Exchange”), normally 4 p.m. ET, each day that the Exchange is open for business. Equity securities for which market quotations are available are valued at the last sale price or official closing price (closing bid price or last evaluated quote if no sale has occurred) on the primary market or exchange on which they trade.

          Debt securities (other than short-term securities) normally are valued on the basis of prices provided by an independent pricing service and may take into account appropriate factors such as institution-size trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other market data. The prices of debt securities may be determined using quotes obtained from brokers.

          Investments in mutual funds are valued at the closing net asset value per share of the mutual fund on the day of valuation. Investment grade short-term obligations with 60 days or less to maturity are valued using the amortized cost method, which approximates fair value.

22

American Beacon Funds
Notes to Financial Statements
April 30, 2011 (Unaudited)

          Securities for which market prices are not readily available or are not reflective of the fair value of the security, as determined by the Manager, will be priced at fair value following procedures approved by the Board of Trustees (the “Board”).

          Futures are values based upon the last sale price at the close of market on the principal exchange on which they are traded.

          Most foreign markets close before the Exchange. Developments that could affect the values of securities that occur between the close of a foreign market and the close of the Exchange normally will not be reflected in security valuations. If such developments are so significant that they will, in the judgment of the pricing committee of the Fund, clearly and materially affect the value of securities, the foreign market closing prices may be adjusted to reflect the fair value of the securities as of the close of the Exchange, as determined in good faith and pursuant to procedures approved by the Board. Adjustments to closing prices to reflect fair value on affected foreign securities may be provided by an independent pricing service.

     Valuation Inputs

          Various inputs may be used to determine the value of the Funds’ investments. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.

Level 1 — Quoted prices in active markets for identical securities.

Level 2 — Prices determined using other significant observable inputs. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, and others.

Level 3 — Prices determined using other significant unobservable inputs. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

          The Funds’ investments are summarized by level based on the inputs used to determine their values. During the period there were no significant transfers between levels. As of April 30, 2011 the Funds’ investments were classified as follows: (in thousands)

Emerging Markets	Level 1		Level 2		Level 3		Total
Common Stocks	$	156,925	$	—	$	—	$	156,925
Preferred Stocks		5,596		—		—		5,596
Short Term Investments		4,185		—		—		4,185
Total Investments in Securities	$	166,706	$	—	$	—	$	166,706
Futures Contracts		208		—		—		208

International Equity	Level 1			Level 2		Level 3		Total
Common Stocks	$	1,532,320		$	—	$	—	$	1,532,320
Short Term Investments		36,307			—		—		36,307
Securities Lending Collateral		79,228			—		—		79,228
Total Investments in Securities	$	1,647,855		$	—	$	—	$	1,647,855
Forward Exchange Contracts — Assets	$	2,288		$	—	$	—	$	2,288
Forward Exchange Contracts — Liabilities		(478	)		—		—		(478	)
Futures Contracts		1,382							1,382

23

American Beacon Funds
Notes to Financial Statements
April 30, 2011 (Unaudited)

     Security Transactions and Investment Income

          Security transactions are recorded on the trade date of the security purchase or sale. The Funds may purchase securities with delivery or payment to occur at a later date. At the time the Funds enter into a commitment to purchase a security, the transaction is recorded, and the value of the security is reflected in the net asset value. The value of the security may vary with market fluctuations.

          Dividend income, net of foreign taxes, is recorded on the ex-dividend date except certain dividends from foreign securities which are recorded as soon as the information is available to the Funds. Interest income is earned from settlement date, recorded on the accrual basis, and adjusted, if necessary, for accretion of discounts and amortization of premiums. For financial and tax reporting purposes, realized gains and losses are determined on the basis of specific lot identification.

     Currency Translation

          All assets and liabilities initially expressed in foreign currency values are converted into U.S. dollar values at the mean of the bid and ask prices of such currencies against U.S. dollars as last quoted by a recognized dealer. Income, expenses and purchases and sales of investments are translated into U.S. dollars at the rate of exchange prevailing on the respective dates of such transactions. The effect of changes in foreign currency exchange rates on investments is separately identified from the fluctuations arising from changes in market values of securities held and is reported with all other foreign currency gains and losses in the Funds’ Statements of Operations.

     Forward Foreign Currency Contracts

          The Funds may enter into forward foreign currency contracts to hedge the exchange rate risk on investment transactions or to hedge the value of the Funds’ securities denominated in foreign currencies. Forward foreign currency contracts are valued at the forward exchange rate prevailing on the day of valuation. The Funds bear the market risk that arises from changes in foreign exchange rates, and accordingly, the unrealized gain (loss) on these contracts is reflected in the accompanying financial statements. The Funds also bear the credit risk if the counterparty fails to perform under the contract.

     Futures Contracts

          Futures contracts are contracts to buy or sell a standard quantity of securities at a specified price on a future date. The Funds may enter into financial futures contracts as a method for keeping assets readily convertible to cash if needed to meet shareholder redemptions or for other needs while maintaining exposure to the stock or bond market, as applicable. The primary risks associated with the use of futures contracts are the possibility of illiquid markets or imperfect correlation between the values of the contracts and the underlying securities, or that the counterparty will fail to perform its obligations.

          Upon entering into a futures contract, the Funds are required to set aside or deposit with a broker an amount, termed the initial margin, which typically represents 5% of the face value of the futures contract. The initial margin amount is reflected as a Deposit with broker for futures contracts on the Statements of Assets and Liabilities. Payments to and from the broker, known as variation margin, are required to be made on a daily basis as the price of the futures contract fluctuates. Changes in initial settlement values are accounted for as unrealized appreciation (depreciation) until the contracts are terminated, at which time realized gains and losses are recognized. Futures contracts are valued at the most recent settlement price established each day by the exchange on which they are traded.

24

American Beacon Funds
Notes to Financial Statements
April 30, 2011 (Unaudited)

Emerging Markets

Values of Derivative Instruments not accounted for as hedging instruments as of April 30, 2011 (in thousands)

	Liability
Statement of Assets and Liabilities	Derivatives	Fair Value
Unrealized appreciation of investments, futures contracts, and foreign currency	Equity Contracts*	$	208

Effect of derivative instruments not accounted for as hedging instruments during the year ended April 30, 2011 (in thousands)

Statement of Operations	Derivative	Fair Value
Net realized gain (loss) from futures contracts	Equity Contracts	$	1,001
Change in net unrealized appreciation or depreciation of futures contracts	Equity Contracts		(184	)

International Equity

Values of Derivative Instruments not accounted for as hedging instruments as of April 30, 2011 (in thousands)

Statement of Assets and Liabilities	Asset Derivatives	Fair Value
	Foreign Exchange
Net unrealized appreciation on foreign currency contracts	Currency Contracts	$	2,288
Unrealized appreciation of investments, futures contracts, and foreign currency	Equity Contracts*		1,382

	Liability Derivatives	Fair Value
	Foreign Exchange
Net unrealized appreciation on foreign currency contracts	Currency Contracts	$	(478	)

Effect of derivative instruments not accounted for as hedging instruments during the year ended April 30, 2011 (in thousands)

Statement of Operations	Derivative	Fair Value
Net realized gain (loss) from futures contracts	Equity Contracts	$	4,817
Change in net unrealized appreciation or depreciation of futures contracts	Equity Contracts		542

* Includes cumulative appreciation/depreciation of futures contracts as reported in the Schedule of Investments footnotes. Only current day’s variation margin is reported within the Statements of Assets and Liabilities.

     Dividends to Shareholders

          Dividends from net investment income of the Funds normally will be declared and paid at least annually. Distributions, if any, of net realized capital gains are generally paid at least annually and recorded on the ex-dividend date.

     Commission Recapture

          The Funds have established brokerage commission recapture arrangements with certain brokers or dealers. If the Funds’ investment advisor chooses to execute a transaction through a participating broker, the broker rebates a portion of the commission back to the Funds. Any collateral benefit received through participation in the commission recapture program is directed exclusively to the Funds. This amount is reported with the net realized gain in the Funds’ Statements of Operations.

     Allocation of Income, Expenses, Gains and Losses

          Income, expenses (other than those attributable to a specific class), gains and losses are allocated daily to each class of shares based upon the relative proportion of net assets represented by such class. Operating expenses directly attributable to a specific class are charged against the operations of that class.

25

American Beacon Funds
Notes to Financial Statements
April 30, 2011 (Unaudited)

     Use of Estimates

          The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ from those estimated.

     Redemption Fees

          The Funds impose a 2% redemption fee on shares held for less than 90 days. The fee is deducted from the redemption proceeds and is intended to offset the trading costs, market impact and other costs associated with short-term trading activity in the Funds. The “first-in, first-out” method is used to determine the holding period. The fee is allocated to all classes of the Funds pro-rata based on their respective net assets.

     Other

          Under the Trust’s organizational documents, its officers and directors are indemnified against certain liability arising out of the performance of their duties to the Trust. In the normal course of business, the Trust enters into contracts that provide indemnification to the other party or parties against potential costs or liabilities. The Trust’s maximum exposure under these arrangements is dependent on claims that may be made in the future and, therefore, cannot be estimated. The Trust has had no prior claims or losses pursuant to any such agreement.

2. Transactions with Affiliates

     Management Agreement

          The Trust and the Manager are parties to a Management Agreement that obligates the Manager to provide or oversee the provision of investment advisory, fund management, and securities lending services. Investment assets of the Funds are managed by multiple investment advisors that have entered into separate investment advisory agreements with the Manager. As compensation for performing the duties required under the Management Agreement, the Manager receives from the Funds an annualized fee equal to 0.05% of the average daily net assets plus amounts paid by the Manager to the investment advisors hired by the Manager to direct investment activities of the Funds. Management fees paid during the six months ended April 30, 2011 were as follows (dollars in thousands):

						Amounts paid to		Net Amounts
	Management			Management		Investment		Retained by
	Fee Rate			Fee		Advisors		Manager
Emerging Markets		0.60%-0.95	%	$	622	$	581	$	41
International Equity		0.20%-0.55	%	$	2,323	$	1,955	$	368

          As compensation for services provided by the Manager in connection with securities lending activities, the lending Fund pays to the Manager, with respect to cash collateral posted by borrowers, a fee up to 25% of the net monthly interest income (the gross interest income earned by the investment of cash collateral, less the amount paid to borrowers and related expenses) from such activities and, with respect to loan fees paid by borrowers when a borrower posts collateral other than cash, a fee up to 25% of such loan fees. This fee is netted against securities lending income in the Statements of Operations. During the six months ended April 30, 2011 securities lending fees paid to the Manager on behalf of the International Equity Fund were $67,822.36.

     Administrative Services Agreement

          The Manager and the Trust entered into an Administrative Services Agreement which obligates the Manager to provide or oversee administrative services to the Funds. As compensation for performing the duties

26

American Beacon Funds
Notes to Financial Statements
April 30, 2011 (Unaudited)

required under the Administrative Services Agreement, the Manager receives an annualized fee of 0.40% of the average daily net assets of the A and C Classes, 0.30% of the average daily net assets of the Institutional, Y, Investor, Advisor, and Retirement Classes of the Funds and 0.05% of the average daily net assets of the AMR Class of the Funds. Administrative service fees for Retirement, A, and C Classes for the six months ended April 30, 2011 were less than $500.

     Distribution Plans

          The Funds, except for the Advisor, Retirement, A and C Classes of the Funds, have adopted a “defensive” Distribution Plan (the “Plan”) in accordance with Rule 12b-1 under the Act, pursuant to which no fees may be charged to the Funds for distribution purposes. However, the Plan authorizes the management and administrative service fees received by the Manager and the investment advisors hired by the Manager to be used for distribution purposes. Under this Plan, the Funds do not intend to compensate the Manager or any other party, either directly or indirectly, for the distribution of Funds shares.

          Separate Distribution Plans (the “Distribution Plans”) has been adopted pursuant to Rule 12b-1 under the Act for the Advisor and Retirement Classes of the Funds. Under the Distribution Plans, as compensation for distribution assistance, the Manager receives an annual fee of 0.25% of the average daily net assets of the Advisor and A Classes, 0.50% of the average daily net assets of the Retirement Class and 1.00% of the average daily net assets of the C Class. The fee will be payable without regard to whether the amount of the fee is more or less than the actual expenses incurred in a particular month by the Manager for distribution assistance. Distribution fees for the Retirement, A and C Classes for the six months ended April 30, 2011 were less than $500.

     Service Plans

          The Manager and the Trust entered into Service Plans that obligate the Manager to oversee additional shareholder servicing of the Y, Investor, Advisor and Retirement Classes. As compensation for performing the duties required under the Service Plans, the Manager receives 0.10% of the average daily net assets of the Y Class, 0.15% of the average daily net assets of the A and C Classes, 0.25% of the average daily net assets of the Advisor and Retirement Classes and up to 0.375% of the average daily net assets of the Investor Class of the Funds. Service fees for the Retirement, A and C Classes for the six months ended April 30, 2011 were less than $500.

     Investment in Affiliated Funds

          The Funds may invest in the American Beacon Money Market Select Fund (the “MM Select Fund”) and the American Beacon U.S. Government Money Market Select Fund (the “USG Select Fund”) (collectively the “Select Funds”). Cash collateral received by the Funds in connection with securities lending may be invested in the Select Funds. The Funds and the Select Funds have the same investment advisor and therefore, are considered to be affiliated. The Manager serves as investment advisor to the Select Funds and receives from the Select Funds an annualized management fee of 0.09% of the average daily net assets of the Select Funds. During the six months ended April 30, 2011, fees earned by the Manager from the Select Funds were as follows:

			Securities Lending
	Direct Investments in		Collateral Invested
	Select Funds		in Select Funds		Total
International Equity Fund	$	1,753	$	9,854	$	11,607

     Interfund Lending Program

          Pursuant to an exemptive order by the Securities and Exchange Commission (the “SEC”), the Funds, along with other registered investment companies having management contracts with the Manager, may participate in an interfund lending program as a borrower. This program provides an alternative credit facility

27

American Beacon Funds
Notes to Financial Statements
April 30, 2011 (Unaudited)

allowing the Funds to borrow from other participating Funds. For the six months ended April 30, 2011, the Emerging Markets Fund borrowed from the Money Market Select Fund on average $1,121,201 for 2 days at an average rate of 0.82% with an interest charge of $50. The International Equity Fund did not utilize the credit facility during the period.

     Reimbursement of Expenses

          The Manager contractually agreed to reimburse the Emerging Markets Fund to the extent that total annual operating expenses exceeded the Fund’s expense cap. For the six months ended April 30, 2011, the Manager reimbursed expenses as follows:

		Expense Cap
		11/1/10	3/1/11	Waived or
		to	to	Reimbursed
Fund	Class	2/28/11	4/30/11	Expenses
Emerging Markets	Institutional	1.35%	1.35%	$	9,699
Emerging Markets	Y	1.45%	1.45%		6,824
Emerging Markets	Investor	1.79%	1.79%		1,689
Emerging Markets	A	1.79%	1.79%		1,690
Emerging Markets	C	2.54%	2.54%		1,652
International Equity	A	—	1.25%		1,657
International Equity	C	—	1.99%		1,649

     Expense Reimbursement Plan

          The Funds have adopted an Expense Reimbursement Plan whereby the Manager may seek repayment of fees waived or expenses reimbursed for a period of up to three years. However, reimbursement will occur only if the Class’ average net assets have grown or expenses have declined sufficiently to allow reimbursement without causing its expense ratio to exceed the previously agreed upon contractual expense limit. During the six months ended April 30, 2011, there were no additional waived fees or reimbursed expenses subject to potential recovery.

3. Federal Income and Excise Taxes

          It is the policy of each Fund to for qualify as a regulated investment company, by complying with all applicable provision of the Code, and to make distribution of taxable income sufficient to relieve it from substantially all federal income and excise taxes. For federal income tax purposes, each Fund is treated as a single entity for the purpose of determining such qualification.

          The Funds do not have any unrecognized tax benefits in the accompanying financial statements. Each of the tax years in the four year period ended October 31, 2010 remains subject to examination by the Internal Revenue Service. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in “Other expenses” on the Statement of Operations.

          Dividends are categorized in accordance with income tax regulations which may treat certain transactions differently than U.S. generally accepted accounting principles. Accordingly, the character of distributions and composition of net assets for tax purposes may differ from those reflected in the accompanying financial statements.

          The tax character of distributions paid during the six months ended April 30, 2011 and the year ended October 31, 2010 were as follows (in thousands):

28

American Beacon Funds
Notes to Financial Statements
April 30, 2011 (Unaudited)

	Emerging Markets				International Equity
	Six Months Ended		Year Ended		Six Months Ended		Year Ended
	April 30,		October 31,		April 30,		October 31,
	2011		2010		2011		2010
	(unaudited)				(unaudited)
Distributions paid from:
Ordinary income*
Institutional Class	$	85	$	130	$	14,155	$	15,298
Y Class		—		—		7		—
Investor Class		43		131		8,721		12,702
Advisor Class		—		—		13		—
AMR Class		942		1,717		15,008		14,360
A Class		—		—		—		—
C Class		—		—		—		—
Total distributions paid	$	1,070	$	1,978	$	37,904	$	42,360

* For tax purposes, short-term capital gains are considered ordinary income distributions.

          As of April 30, 2011, the components of distributable earnings on a tax basis were as follows (in thousands):

	Emerging Markets			International Equity
Cost basis of investments for federal income tax purposes	$	147,548		$	1,381,402
Unrealized appreciation		26,607			328,775
Unrealized depreciation		(7,449	)		(62,322	)
Net unrealized appreciation		19,158			266,453
Undistributed ordinary income		489			22,857
Undistributed long-term gain		12,372			(156,603	)
Other temporary differences		232			4,857
Distributable earnings	$	32,251		$	137,564

          Financial reporting records are adjusted for permanent book/tax differences to reflect tax character. Financial records are not adjusted for temporary differences. The temporary differences between financial reporting and tax-basis reporting of unrealized appreciation/(depreciation) are attributable primarily to the tax deferral of losses from wash sales, the realization for tax purposes of unrealized gain/(losses) on certain derivative instruments, the realization for tax purposes of unrealized gain/(losses) on investments in passive foreign investment companies, and Section 732 basis adjustments.

          Due to inherent differences in the recognition of income, expenses and realized gains/(losses) under U.S. generally accepted accounting principles and federal income tax regulations, permanent differences between book and tax reporting have been identified and appropriately reclassified on the Statements of Assets and Liabilities.

          Accordingly, the following amounts represent current year permanent differences derived from foreign currency gains/(losses) from sales of investments in passive foreign investment companies, and Section 732 basis adjustments that have been reclassified as of April 30, 2011 (in thousands):

	Emerging Markets			International Equity
Paid-in-capital	$	(1	)	$	210
Undistributed net investment income		54			7,981
Accumulated net realized gain (loss)		(63	)		(8,191	)
Unrealized depreciation of investments, futures contracts and foreign currency		—			—

          At April 30, 2011, the capital loss carry forward position for federal income tax purposes was $155,221 for the International Equity Fund expiring in 2017.

29

American Beacon Funds
Notes to Financial Statements
April 30, 2011 (Unaudited)

     The Emerging Markets and International Equity Funds utilized $3,608 and $40,856, respectively of net capital loss carryovers for the six months ended April 30, 2011.

4. Investment Transactions

     The aggregate cost of purchases and proceeds from sales of investments, other than short-term obligations, for the six months ended April 30, 2011 were (in thousands):

	Emerging		International
	Markets		Equity
Purchases	$	119,615	$	288,194
Sales and maturities	$	109,444	$	321,053

     A summary of the Funds’ direct transactions in the Select Funds for the six months ended April 30, 2011 is set forth below (in thousands):

		October 31, 2010						April 30, 2011
	Affiliated Fund	Shares/Market Value		Purchases		Sales		Shares/Market Value
International Equity	USG Select Fund	$	4,370		337,585	$	269,727	$	72,228

5. Securities Lending

     The International Equity Fund may lend its securities to qualified financial institutions, such as certain broker-dealers, to earn additional income. The borrowers are required to secure their loans continuously with collateral in an amount at least equal to the fair value of the securities loaned and initially in an amount at least equal to 102% of the fair value of domestic securities loaned and 105% of the fair value of international securities loaned. Collateral is monitored and marked to market daily. Daily mark to market amounts are required to be paid to the borrower or received from the borrower by the end of the following business day. This one day settlement for mark to market amounts may result in the collateral being temporarily less than the value of the securities on loan or temporarily more than the required minimum collateral.

     To the extent that a loan is collateralized by cash, such cash collateral shall be invested by the securities lending agent (the “Agent”) in money market mutual funds, and other short-term investments, provided the investments meet certain quality and diversification requirements.

     Securities lending income is generated from the demand premium (if any) paid by the borrower to borrow a specific security and from the return on investment of cash collateral, reduced by negotiated rebate fees paid to the borrower and transaction costs. To the extent that a loan is secured by non-cash collateral, securities lending income is generated as a demand premium reduced by transaction costs. The Fund, the Agent, and the Manager retain 75%, 15%, and 10%, respectively, of the income generated from securities lending.

     While securities are on loan, the Fund continues to receive any income associated with that security and any gain or loss in the market price that may occur during the term of the loan.

     Securities lending transactions pose certain risks to the Fund, including that the borrower may not provide additional collateral when required or return the securities when due, that the value of the short-term investments will be less than the amount of cash collateral required to be returned to the borrower, that non-cash collateral may be subject to legal constraints in the event of a borrower bankruptcy, and that the cash collateral investments could become illiquid and unable to be used to return collateral to the borrower. The Funds could also experience delays and costs in gaining access to the collateral. The Funds bear the risk of any deficiency in the amount of the cash collateral available for return to the borrower and any action which impairs its ability to liquidate non-cash collateral to satisfy a borrower default.

     At April 30, 2011, the value of outstanding securities on loan and the value of collateral was as follows (in thousands):

30

American Beacon Funds
Notes to Financial Statements
April 30, 2011 (Unaudited)

Market Value of Securities on Loan	Non-Cash Collateral	Cash Collateral Posted by Borrower
$75,812	$ —	$79,228

     Cash collateral is listed in the Funds’ Schedules of Investments and is shown on Statements of Assets and Liabilities. Income earned on these investments is included in Income derived from securities lending in the Statements of Operations.

     Non-cash collateral received by the Funds may not be sold or re-pledged except to satisfy a borrower default. Therefore, non-cash collateral is not included on the Funds’ Schedules of Investments or Statements of Assets and Liabilities.

6. Capital Share Transactions

     The tables below summarize the activity in capital shares for each Class of the Fund (dollars and shares in thousands):

Six Months ended April 30, 2011

	Institutional Class						Y Class						Investor Class
Emerging Markets Fund	Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		101		$	1,489			375		$	5,536			134		$	1,954
Reinvestment of dividends		5			84			—			—			3			41
Shares redeemed		(139	)		(2,001	)*		(14	)		(206	)*		(168	)		(2,436	)*
Net increase (decrease) in shares outstanding		(33	)	$	(428	)		361		$	5,330			(31	)	$	(441	)

	AMR Class						A Class					C Class
Emerging Markets Fund	Shares			Amount			Shares		Amount			Shares		Amount
Shares sold		1,764		$	26,204			4	$	54			1	$	8
Reinvestment of dividends		63			942			—		—			—		—
Shares redeemed		(1,534	)		(22,594	)*		—		—	*		—		—	*
Net increase (decrease) in shares outstanding		293		$	4,552			4	$	54			1	$	8

	Institutional Class						Y Class					Investor Class						Advisor Class
International Equity Fund	Shares			Amount			Shares		Amount			Shares			Amount			Shares			Amount
Shares sold		2,837		$	48,280			22	$	399			3,250		$	55,146			58		$	986
Reinvestment of dividends		732			11,984			—		7			529			8,593			1			13
Shares redeemed		(3,431	)		(58,666	)*		—		(7	)*		(3,796	)		(64,100	)*		(17	)		(300	)*
Net increase (decrease) in shares outstanding		138		$	1,598			22	$	399			(17	)	$	(361	)		42		$	699

	Retirement Class				AMR Class						A Class					C Class
International Equity Fund	Shares		Amount		Shares			Amount			Shares		Amount			Shares		Amount
Shares sold		—	$	—		833		$	14,274			1	$	19			1	$	9
Reinvestment of dividends		—		—		917			15,007			—		—			—		—
Shares redeemed		—		—		(3,532	)		(59,804	)*		—		—	*		—		—	*
Net increase (decrease) in shares outstanding		—	$	—		(1,782	)	$	(30,523	)		1	$	19			1	$	9

31

American Beacon Funds
Notes to Financial Statements
April 30, 2011 (Unaudited)

Year Ended October 31, 2010

	Institutional Class						Y Class					Investor Class
Emerging Markets Fund	Shares			Amount			Shares		Amount			Shares			Amount
Shares sold		76		$	969			1	$	11			344		$	4,388
Reinvestment of dividends		10			125			—		—			10			127
Shares redeemed		(260	)		(3,540	)*		—		—	*		(348	)		(4,368	)*
Net increase (decrease) in shares outstanding		(174	)	$	(2,446	)		1	$	11			6		$	147

	AMR Class						A Class					C Class
Emerging Markets Fund	Shares			Amount			Shares		Amount			Shares		Amount
Shares sold		1,102		$	14,612			—	$	2			—	$	1
Reinvestment of dividends		137			1,717			—		—			—		—
Shares redeemed		(1,572	)		(19,966	)*		—		—	*		—		—	*
Net increase (decrease) in shares outstanding		(333	)	$	(3,637	)		—	$	2			—	$	1

	Institutional Class						Y Class						Investor Class						Advisor Class
International Equity Fund	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		5,496		$	83,841			15		$	227			7,001		$	105,328			20		$	300
Reinvestment of dividends		802			12,580			—			—			806			12,480			—			—
Shares redeemed		(6,209	)		(96,106	)*		(1	)		(9	)*		(8,688	)		(132,955	)*		(89	)		(1,424	)*
Net increase (decrease) in shares outstanding		89		$	315			14		$	218			(881	)	$	(15,147	)		(69	)	$	(1,124	)

	Retirement Class					AMR Class						A Class					C Class
International Equity Fund	Shares		Amount			Shares			Amount			Shares		Amount			Shares		Amount
Shares sold		—	$	—			4,214		$	64,274			—	$	4			—	$	1
Reinvestment of dividends		—		—			912			14,360			—		—			—		—
Shares redeemed		—		—	*		(4,789	)		(74,015	)*		—		—	*		—		—	*
Net increase (decrease) in shares outstanding		—	$	—			337		$	4,619			—	$	4			—	$	1

^* Net of Redemption Fees

32

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33

American Beacon Emerging Markets Fund
Financial Highlights
(For a share outstanding throughout the period)

																			Y Class
	Institutional Class																		Six Months Ended			March 01 to
	Six Months Ended			Year Ended October 31,															April 30,			October 31,
	April 30, 2011			2010			2009			2008			2007			2006			2011			2010
	(unaudited)																		(unaudited)
Net asset value, beginning of period	$	14.55		$	11.95		$	9.00		$	24.20		$	17.42		$	15.10		$	14.53		$	12.29
Income from investment operations:
Net investment income (loss)		0.03			0.13			0.05			0.23			0.26			0.11			0.00			0.04
Net gains (losses) on securities (both realized and unrealized)		1.06			2.63			4.42			(11.78	)		9.11			4.63			1.09			2.20
Total income (loss) from investment operations		1.09			2.76			4.47			(11.55	)		9.37			4.74			1.09			2.24
Less distributions:
Dividends from net investment income		(0.13	)		(0.16	)		(0.21	)		(0.10	)		(0.10	)		(0.21	)		—			—
Distributions from net realized gains on securities		—			—			(1.31	)		(3.55	)		(2.49	)		(2.21	)		—			—
Total distributions		(0.13	)		(0.16	)		(1.52	)		(3.65	)		(2.59	)		(2.42	)		—			—
Redemption fees added to beneficial interests		—	A		—	A		—			—			—			—			—	A		—	A
Net asset value, end of period	$	15.51		$	14.55		$	11.95		$	9.00		$	24.20		$	17.42		$	15.62		$	14.53
Total return B,C		7.50	%D		23.36	%		60.56	%		(55.59	)%		60.83	%		34.58	%		7.50	%D		18.23	%D
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	9,109		$	9,023		$	9,494		$	5,478		$	13,773		$	16,552		$	5,654		$	13
Ratios to average net assets (annualized):
Expenses, net of waivers		1.35	%		1.39	%		1.66	%		1.38	%		1.60	%		1.56	%		1.45	%		1.42	%E
Expenses, before waivers		1.55	%		1.58	%		1.66	%		1.38	%		1.60	%		1.56	%		1.73	%		1.82	%E
Net investment income (loss), net of waivers		0.52	%		0.77	%		0.95	%		1.35	%		0.93	%		0.80	%		0.56	%		0.79	%E
Net investment income (loss), before waivers		0.32	%		0.58	%		0.95	%		1.35	%		0.93	%		0.80	%		0.28	%		0.40	%E
Portfolio turnover rate		70	%D		64	%		70	%		82	%		81	%		67	%		70	%D		64	%F

A	Amounts represent less than $0.01 per share.
B	May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.
C	Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable.
D	Not annualized.
E	Annualized.
F	Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.
G	At the close of business on December 31, 2010, Brandes Investment Partners, L.P. began managing assets of the Fund.

34

																		A Class						C Class
Investor Class																		Six Months			May 17			Six Months			September 01
Six Months Ended			Year Ended October 31,															Ended			to			Ended			to
April 30, 2011			2010			2009			2008			2007			2006			April 30, 2011			October 31, 2010			April 30, 2011			October 31, 2010
(unaudited)																		(unaudited)						(unaudited)
$	14.29		$	11.77		$	8.85		$	23.91		$	17.22		$	14.98		$	14.27		$	12.10		$	14.26		$	12.89
	0.01			0.04			0.04			0.17			0.11			0.09			0.02			0.02			0.02			(0.02	)
	1.02			2.63			4.35			(11.60	)		9.11			4.55			1.02			2.15			0.96			1.39
	1.03			2.67			4.39			(11.43	)		9.22			4.64			1.04			2.17			0.98			1.37
	(0.05	)		(0.15	)		(0.16	)		(0.08	)		(0.04	)		(0.19	)		(0.01	)		—			—			—
	—			—			(1.31	)		(3.55	)		(2.49	)		(2.21	)		—			—			—			—
	(0.05	)		(0.15	)		(1.47	)		(3.63	)		(2.53	)		(2.40	)		(0.01	)		—			—			—
	—	A		—	A		—			—			—			—			—	A		—	A		—	A		—	A
$	15.27		$	14.29		$	11.77		$	8.85		$	23.91		$	17.22		$	15.30		$	14.27		$	15.24		$	14.26
	7.23	%D		22.85	%		60.24	%		(55.75	)%		60.38	%		34.01	%		7.33	%D		17.93	%D		6.87	%D		10.63	%D
$	12,865		$	12,478		$	10,208		$	5,183		$	11,694		$	5,841		$	59		$	2		$	10		$	1
	1.79	%		1.77	%		1.96	%		1.72	%		1.96	%		2.04	%		1.75	%		1.78	%E		2.54	%		2.54	%E
	1.82	%		1.86	%		1.96	%		1.72	%		1.96	%		1.91	%		24.45	%		2.26	%E		69.90	%		4.49	%E
	0.15	%		0.37	%		0.65	%		1.00	%		0.65	%		0.49	%		1.80	%		0.39	%E		0.10	%		(0.96)	%E
	0.13	%		0.29	%		0.65	%		1.00	%		0.65	%		0.62	%		(20.90	)%		(0.10)	%E		(67.26	)%		(2.91)	%E
	70	%D		64	%		70	%		82	%		81	%		67	%		70	%D		64	%F		70	%D		64	%F

35

American Beacon Emerging Markets Fund
Financial Highlights
(For a share outstanding throughout the period)

	AMR Class
	Six Months Ended			Year Ended October 31,
	April 30, 2011			2010			2009			2008			2007			2006
	(unaudited)
Net asset value, beginning of period	$	14.62		$	12.02		$	9.06		$	24.37		$	17.52		$	15.17
Income from investment operations:
Net investment income (loss)		0.04			0.11			0.09			0.33			0.19			0.15
Net gains (losses) on securities (both realized and unrealized)		1.04			2.68			4.43			(11.91	)		9.30			4.65
Total income (loss) from investment operations		1.08			2.79			4.52			(11.58	)		9.49			4.80
Less distributions:
Dividends from net investment income		(0.09	)		(0.19	)		(0.25	)		(0.18	)		(0.15	)		(0.24	)
Distributions from net realized gains on securities		—			—			(1.31	)		(3.55	)		(2.49	)		(2.21	)
Total distributions		(0.09	)		(0.19	)		(1.56	)		(3.73	)		(2.64	)		(2.45	)
Redemption fees added to beneficial interests		—	A		—	A		—			—			—			—
Net asset value, end of period	$	15.61		$	14.62		$	12.02		$	9.06		$	24.37		$	17.52
Total return B,C		7.45	%D		23.47	%		61.01	%		(55.48	)%		61.28	%		34.88	%
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	142,211		$	128,841		$	109,985		$	72,516		$	271,726		$	135,146
Ratios to average net assets (annualized):
Expenses, net of waivers		1.30	%		1.34	%		1.42	%		1.17	%		1.37	%		1.30	%
Expenses, before waivers		1.30	%		1.34	%		1.42	%		1.17	%		1.37	%		1.30	%
Net investment income (loss), net of waivers		0.64	%		0.79	%		1.27	%		1.46	%		1.25	%		1.01	%
Net investment income (loss), before waivers		0.64	%		0.79	%		1.27	%		1.46	%		1.25	%		1.01	%
Portfolio turnover rate		70	%D		64	%		70	%		82	%		81	%		67	%

A	Amounts represent less than $0.01 per share.
B	May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.
C	Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable.
D	Not annualized.
E	Annualized.
F	Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.
G	At the close of business on December 31, 2010, Brandes Investment Partners, L.P. began managing assets of the Fund

36

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37

American Beacon International Equity Fund
Financial Highlights
(For a share outstanding throughout the period)

	Institutional Class																		Y Class
	Six Months Ended			Year Ended October 31,															Six Months Ended
	April 30, 2011			2010			2009			2008			2007			2006			April 30, 2011
	(unaudited)																		(unaudited)
Net asset value, beginning of period	$	16.67		$	15.51		$	13.13		$	27.32		$	24.68		$	20.98		$	17.17
Income from investment operations:
Net investment incomeA,B		0.20			0.35			0.54			0.77			0.65			0.60			0.26
Net gains (losses) on securities (both realized and unrealized)A		2.01			1.30			2.78			(11.60	)		4.31			4.86			2.01
Total income (loss) from investment operations		2.21			1.65			3.32			(10.83	)		4.96			5.46			2.27
Less distributions:
Dividends from net investment income		(0.45	)		(0.49	)		(0.61	)		(0.70	)		(0.50	)		(0.43	)		(0.34	)
Distributions from net realized gains on securities		—			—			(0.33	)		(2.66	)		(1.82	)		(1.33	)		—
Total distributions		(0.45	)		(0.49	)		(0.94	)		(3.36	)		(2.32	)		(1.76	)		(0.34	)
Redemption fees added to beneficial interestC		—			—			0.00			0.00			0.00			0.00			—
Net asset value, end of period	$	18.43		$	16.67		$	15.51		$	13.13		$	27.32		$	24.68		$	19.10
Total return D,E		13.58	%F		10.81	%		27.44	%		(44.81	)%		21.54	%		27.55	%		13.49	%F
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	586,018		$	527,718		$	489,837		$	567,414		$	1,686,668		$	1,549,521		$	699
Ratios to average net assets (annualized):
Expenses, net of waiversA		0.71	%		0.71	%		0.73	%		0.66	%		0.67	%		0.71	%		0.82	%
Expenses, before waiversA		0.71	%		0.71	%		0.73	%		0.66	%		0.67	%		0.71	%		0.82	%
Net investment income, net of waiversA		2.30	%		2.21	%		2.76	%		2.91	%		2.46	%		2.52	%		2.60	%
Net investment income (loss), before waiversA		2.30	%		2.21	%		2.76	%		2.91	%		2.46	%		2.52	%		2.60	%
Portfolio turnover rateG		20	%F		38	%		41	%		31	%		38	%		40	%		20	%F

A	The per share amounts and ratios reflect income and expenses assuming inclusion of the Fund’s proportionate share of the income and expenses of the American Beacon International Equity Portfolio through February 28, 2006.
B	Class expenses per share were subtracted from net investment income per share for the Fund before class expenses to determine net investment income per share through October 31, 2005.
C	Amounts represent less than $0.01 per share.
D	May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.
E	Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable.
F	Not annualized.
G	The International Equity Fund invested all of its investable assets in the American Beacon International Equity Portfolio through February 28, 2006. Portfolio turnover rate through February 28, 2006 is that of the American Beacon International Equity Portfolio.
H	Portfolio turnover rate is for the period from November 1, 2008 through October 31, 2009.

38

						Investor Class
			August 03 to			Six Months Ended			Year Ended October 31,
2010			October 31, 2009			April 30, 2011			2010			2009			2008			2007			2006
						(unaudited)
$	15.52		$	14.89		$	16.42		$	15.30		$	12.95		$	26.99		$	24.42		$	20.79
	0.04			0.04			0.17			0.29			0.37			0.66			0.58			0.50
	1.61			0.59			1.98			1.27			2.87			(11.41	)		4.26			4.84
	1.65			0.63			2.15			1.56			3.24			(10.75	)		4.84			5.34
	—			—			(0.31	)		(0.44	)		(0.56	)		(0.63	)		(0.45	)		(0.38	)
	—			—			—			—			(0.33	)		(2.66	)		(1.82	)		(1.33	)
	—			—			(0.31	)		(0.44	)		(0.89	)		(3.29	)		(2.27	)		(1.71	)
	—			0.00			—			—			0.00			0.00			0.00			0.00
$	17.17		$	15.52		$	18.26		$	16.42		$	15.30		$	12.95		$	26.99		$	24.42
	10.63	%		4.23	%		13.35	%F		10.36	%		27.08	%		(44.96	)%		21.22	%		27.20	%
$	245		$	1		$	515,554		$	463,704		$	445,596		$	426,473		$	909,385		$	771,298
	0.81	%		0.69	%		1.07	%		1.07	%		1.05	%		0.92	%		0.93	%		0.96	%
	0.81	%		0.69	%		1.07	%		1.07	%		1.05	%		0.92	%		0.93	%		0.96	%
	1.44	%		1.00	%		1.95	%		1.83	%		2.45	%		2.82	%		2.26	%		2.25	%
	1.44	%		1.00	%		1.95	%		1.83	%		2.45	%		2.82	%		2.26	%		2.25	%
	38	%		41	%H		20	%F		38	%		41	%		31	%		38	%		40	%

39

American Beacon International Equity Fund
Financial Highlights
(For a share outstanding throughout the period)

	Advisor Class																		Retirement Class
	Six Months Ended			Year Ended October 31,															Six Months Ended
	April 30, 2011				2010			2009			2008			2007			2006		April 30, 2011			2010
	(unaudited)																		(unaudited)
Net asset value, beginning of period	$	16.74		$	15.20		$	12.86		$	26.83		$	24.24		$	20.61		$	16.71		$	15.20
Income from investment operations:
Net investment income (loss)A,B		(0.45	)		0.89			0.31			0.62			0.56			0.46			0.15			0.22
Net gains (losses) on securities (both realized and unrealized)A		2.66			0.65			2.86			(11.35	)		4.20			4.76			2.04			1.29
Total income (loss) from investment operations		2.21			1.54			3.17			(10.73	)		4.76			5.22			2.19			1.51
Less distributions:
Dividends from net investment income		(0.17	)		—			(0.50	)		(0.58	)		(0.35	)		(0.26	)		(0.22	)		—
Distributions from net realized gains on securities		—			—			(0.33	)		(2.66	)		(1.82	)		(1.33	)		—			—
Total distributions		(0.17	)		—			(0.83	)		(3.24	)		(2.17	)		(1.59	)		(0.22	)		—
Redemption fees added to beneficial interestC		—			—			0.00			0.00			0.00			0.00			—			—
Net asset value, end of period	$	18.78		$	16.74		$	15.20		$	12.86		$	26.83		$	24.24		$	18.68		$	16.71
Total return D,E		13.32	%F		10.13	%		26.58	%		(45.10	)%		21.00	%		26.73	%		13.28	%F		9.93	%
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	1,618		$	746		$	1,722		$	1,546		$	4,932		$	4,740		$	2		$	1
Ratios to average net assets (annualized):
Expenses, net of waiversA		1.23	%		1.26	%		1.44	%		1.19	%		1.12	%		1.16	%		1.28	%		1.47	%
Expenses, before waiversA		1.23	%		1.26	%		1.45	%		1.19	%		1.15	%		1.19	%		1.28	%		1.66	%
Net investment income, net of waiversA		1.90	%		1.64	%		2.26	%		2.36	%		2.04	%		2.09	%		1.74	%		1.44	%
Net investment income (loss), before waiversA		1.90	%		1.64	%		2.25	%		2.36	%		2.01	%		2.05	%		1.74	%		1.25	%
Portfolio turnover rateH		20	%F		38	%		41	%		31	%		38	%		40	%		20	%F		38	%

A	The per share amounts and ratios reflect income and expenses assuming inclusion of the Fund’s proportionate share of the income and expenses of the American Beacon International Equity Portfolio through February 28, 2006.
B	Class expenses per share were subtracted from net investment income per share for the Fund before class expenses to determine net investment income per share through October 31, 2005.
C	Amounts represent less than $0.01 per share.
D	May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.
E	Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable.
F	Not annualized.
G	Annualized.
H	The International Equity Fund invested all of its investable assets in the American Beacon International Equity Portfolio through February 28, 2006. Portfolio turnover rate through February 28, 2006 is that of the American Beacon International Equity Portfolio.
I	Portfolio turnover rate is for the period from November 1, 2008 through October 31, 2009.

40

AMR Class																					A Class						C Class
May 01 to			Six																		Six			May			Six			September
October 31,			Months Ended			Year Ended October 31,															Months Ended			17 to October			Months Ended			01 to October 31,
2009			April 30, 2011			2010			2009			2008			2007			2006			April 30, 2011			31, 2010			April 30, 2011			2010
			(unaudited)																		(unaudited)						(unaudited)
$	11.78		$	16.78		$	15.61		$	13.25		$	27.54		$	24.86		$	21.12		$	16.40		$	14.14		$	16.39		$	14.82
	0.12			0.23			0.39			0.37			0.72			0.73			0.63			0.13			0.03			0.04			(0.01	)
	3.30			2.00			1.30			2.99			(11.58	)		4.33			4.92			2.05			2.23			2.04			1.58
	3.42			2.23			1.69			3.36			(10.86	)		5.06			5.55			2.18			2.26			2.08			1.57
	—			(0.56	)		(0.52	)		(0.67	)		(0.77	)		(0.56	)		(0.48	)		(0.05	)		—			—			—
	—			—			—			(0.33	)		(2.66	)		(1.82	)		(1.33	)		—			—			—			—
	—			(0.56	)		(0.52	)		(1.00	)		(3.43	)		(2.38	)		(1.81	)		(0.05	)		—			—			—
	0.00			—			—			0.00			0.00			0.00			0.00			—			—			—			—
$	15.20		$	18.45		$	16.78		$	15.61		$	13.25		$	27.54		$	24.86		$	18.53		$	16.40		$	18.47		$	16.39
	29.03	%		13.7	%F		11.05	%		27.70	%		(44.65	)%		21.86	%		27.88	%		13.31	%F		15.98	%F		12.83	%F		10.59	%F
$	1		$	483,256		$	469,414		$	431,499		$	328,083		$	672,680		$	563,231		$	26		$	4		$	11		$	1
	1.48	%		0.46	%		0.46	%		0.48	%		0.41	%		0.42	%		0.45	%		1.20	%		1.25	%G		2.01	%		1.99	%G
	1.48	%		0.46	%		0.46	%		0.48	%		0.41	%		0.42	%		0.45	%		20.82	%		1.26	%G		157.11	%		2.60	%G
	1.72	%		2.53	%		2.45	%		3.00	%		3.24	%		2.77	%		2.76	%		2.20	%		0.98	%G		1.99	%		(0.20)	%G
	1.72	%		2.53	%		2.45	%		3.00	%		3.24	%		2.77	%		2.76	%		(17.42	)%		0.96%G			(153.10	)%		(0.81)	%G
	41	%I		20	%F		38	%		41	%		31	%		38	%		40	%		20	%F		38	%		20	%F		38	%

41

Disclosure Regarding the Board of Trustees’ Approval of the Management
Agreement and Investment Advisory Agreements of the Fund
(Unaudited)

Disclosure Regarding Approval of Appointment of Brandes Investment Partners, L.P. with Respect to the American Beacon Emerging Markets Fund

     The Board of Trustees (the “Board”) of the Trust met on November 9, 2010 to consider the approval of Brandes Investment Partners, L.P. (“Brandes”) as an investment subadvisor to the American Beacon Emerging Markets Fund (the “Emerging Markets Fund”), an existing series of the Trust. Prior to the meeting, the Board requested and reviewed information provided by Brandes in connection with its consideration of Brandes as an investment subadvisor to the Emerging Markets Fund, and the Investment Committee of the Board met with representatives from Brandes. A discussion of the factors relating to the Board’s selection of Brandes and approval of the investment advisory agreement between the American Beacon Advisors, Inc. (the “Manager”) and Brandes (“Agreement”) follows.

     Nature, extent and quality of the services to be provided by Brandes. The Board considered information regarding Brandes’ principal business activities, its reputation, financial condition and overall capabilities to perform the services under the Agreement. In addition, the Board considered the background and experience of the personnel who will be assigned responsibility for managing the Emerging Markets Fund. The Board also considered that Brandes provides similar portfolio management services to other registered funds. The Board also considered Brandes’ investment resources, infrastructure and the adequacy of its compliance program. In addition, the Board took into consideration the Manager’s recommendation of Brandes. Brandes also represented that current staffing levels will be adequate to service the Emerging Markets Fund. Based on this information, the Board concluded that the nature, extent and quality of the advisory services to be provided by Brandes were appropriate for the Emerging Markets Fund in light of its investment objective, and, thus, supported a decision to approve the Agreement.

     Performance of Brandes. The Board evaluated Brandes’ historical investment performance record in managing investments in emerging markets. In particular, the Board evaluated the one-, three-, five-, ten-, fifteen-year and since inception (December 31, 1994) performance of a composite of all fee-paying and non-fee paying fully discretionary emerging markets equity accounts (the “Composite”) managed by Brandes for the periods ended September 30, 2010, as compared to the MSCI Emerging Markets Index. The Board noted that the Composite outperformed the index for all such time periods. In light of all the information provided, the Board concluded that the historical investment performance record of Brandes supported the approval of the Agreement.

     Comparisons of the amounts to be paid under the Agreement with those under contracts between Brandes and its other clients. In evaluating the Agreement, the Board reviewed the proposed advisory fee rate for services to be performed by Brandes on behalf of the Emerging Markets Fund. The Board considered Brandes’ representation that in light of the more complex regulatory regime that applies to its mutual fund clients, it is reasonable to charge higher fees to its mutual funds clients than it charges to other institutional clients. In addition, the Board considered that the Manager has agreed to extend the current expense limitation agreement in effect for the Emerging Markets Fund at least through March 1, 2012 and, as a result, there will not be an increase during that period in the total annual fund operating expenses after expense waiver and reimbursement as a result of the appointment of Brandes. This information assisted the Board in concluding that Brandes’ advisory fees under the Agreement appeared to be within a reasonable range for the services to be provided to the Emerging Markets Fund, in light of all the factors considered.

     Extent to which economies of scale would be realized as the Fund grows and whether fee levels reflect these economies of scale for the benefit of Fund investors. The Board considered Brandes’ representation that it does not expect to realize economies of scale in connection with its services to the Emerging Markets Fund at this time and, thus, its advisory fee rate charged to the Emerging Markets Fund does not include breakpoints. Based on the foregoing information, the Board concluded that economies of scale were not deemed a material factor in approving the Agreement.

     Costs of the services to be provided and profits to be realized by Brandes and its affiliates from the relationship with the Fund. The Board did not consider the costs of the services to be provided and profits to be realized by Brandes from its relationship with the Emerging Markets Fund, noting instead the arm’s-length nature of the relationship between the Manager and Brandes with respect to the negotiation of the advisory fee rate on behalf the Emerging Markets Fund.

     Benefits to be derived by Brandes from the relationship with the Fund. The Board considered the “fall-out” or ancillary benefits that may accrue to Brandes as a result of the advisory relationship with the Emerging Markets Fund. In this regard, the Board considered Brandes’ representation that it may execute brokerage transaction with brokers who provide the firm with research and brokerage products and services. The Board also considered Brandes’ representation that all soft dollar transactions are expected to be executed in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended. Brandes did not identify any other “fall-out” or ancillary benefits that may accrue to Brandes. Based on the foregoing information, the Board concluded any “fall-out” benefits which may accrue to Brandes may benefit the Fund and that they were not a material factor in approving the Agreement.

42

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45

Delivery of Documents

eDelivery is NOW AVAILABLE- Stop traditional mail delivery and receive your
shareholder reports and summary prospectus on-line. Sign up at
www.americanbeaconfunds.com

If you invest in the Fund through a financial institution, you may be able to receive the Fund’s regulatory mailings, such as the Prospectus, Annual Report and Semi-Annual Report, by e-mail. If you are interested in this option, please go to www.icsdelivery.com and search for your financial institution’s name or contact your financial institution directly.

To obtain more information about the Fund:

7	8
By E-mail:	On the Internet:
american_beacon.funds@ambeacon.com	Visit our website at www.americanbeaconfunds.com
(	-
By Telephone:	By Mail:
Institutional, Y, Investor, Advisor and Retirement Classes	American Beacon Funds
Call (800) 658-5811	P.O. Box 219643
AMR ClassSM	Kansas City, MO 64121-9643
Call (800) 345-2345

Availability of Quarterly Portfolio Schedules

Availability of Proxy Voting Policy and Records

In addition to the Schedule of Investments provided in each semi-annual and annual report, the Fund files a complete schedule of its portfolio holdings with the Securities and Exchange Commission (“SEC”) on Form N-Q as of the first and third fiscal quarters. The Fund’s Forms N-Q are available on the SEC’s website at www.sec.gov. The Forms N-Q may also be reviewed and copied at the SEC’s Public Reference Room, 450 Fifth Street, NW, Washington, DC 20549. Information regarding the operation of the SEC’s Public Reference Room may be obtained by calling 1-800-SEC-0330. A complete schedule of the Fund’s portfolio holdings is also available on the Funds’ website (www.americanbeaconfunds.com) approximately twenty days after the end of each month.

A description of the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities is available in the Fund’s Statement of Additional Information, is available free of charge on the Fund’s website (www.americanbeaconfunds.com) and by calling 1-800-967-9009 or by accessing the SEC’s website at www.sec.gov. The Fund’s proxy voting record for the most recent year ended June 30 is filed annually with the SEC on Form N-PX. The Fund’s Forms N-PX are available on the SEC’s website at www.sec.gov. The Fund’s proxy voting record may also be obtained by calling 1-800-967-9009.

Fund Service Providers:

Custodian	Transfer Agent	Independent	Distributor
State Street	Boston Financial Data	Registered	Foreside Fund
Bank and Trust	Services	Public	Services, LLC
Boston, Massachusetts	Kansas City, Missouri	Accounting	Portland, Maine
		Firm
		Ernst & Young LLP
		Dallas, Texas

This report is prepared for shareholders of the American Beacon Funds and may be distributed to others only if preceded or accompanied by a current Prospectus or Summary Prospectus.

American Beacon Funds, American Beacon Emerging Markets Fund and American Beacon International Equity Fund are service marks of American Beacon Advisors, Inc.

SAR 04//11

l V I S I O N l E X P E R I E N C E Semi-Annual Report April 30, 2011 B A L A N C E D F U N D L A R G E C A P G R OWT H F U N D M I D — C A P V A L U E F U N D

About American Beacon Advisors Contents

     Since 1986, American Beacon Advisors has offered a variety of products and investment advisory services to numerous institutional and retail clients, including a variety of mutual funds, corporate cash management, and separate account management.

     Our clients include defined benefit plans, defined contribution plans, foundations, endowments, corporations, financial planners, and other institutional investors. With American Beacon Advisors, you can put the experience of a multi-billion dollar asset management firm to work for your company.

Message from American Beacon		1
Market and Performance Overviews		2-8
American Beacon Schedules of Investments
Balanced Fund		12
Large Cap Growth Fund		21
Mid-Cap Value Fund		24
Additional Information	Back Cover

Investing in debt securities entails interest rate risk which is the risk that debt securities will decrease in value with increases in market interest rates. Investing in the securities of mid-capitalization companies involves greater risk and the possibility of greater price volatility than investing in larger capitalization and more established companies.

Any opinions herein, including forecasts, reflect our judgment as of the end of the reporting period and are subject to change. Each advisor’s strategies and each Fund’s portfolio composition will change depending on economic and market conditions. This report is not a complete analysis of market conditions and therefore, should not be relied upon as investment advice. Although economic and market information has been compiled from reliable sources, American Beacon Advisors, Inc. makes no representation as to the completeness or accuracy of the statements contained herein.

American Beacon Funds April 30, 2011

Fellow Shareholders,

Over the past six months, the equity markets have generally rallied on, despite concerns over the pace of global economic recovery, reoccurrences of sovereign debt worries, geopolitical unrest, inflation fears and the potential impact of Japan’s recent earthquake. Though challenging, these factors were offset by increasing reports of strength in corporate earnings and the persistence of the U.S. economic recovery.

The performance of our domestic equity funds reflects this strength as well. It also reflects the American Beacon investment philosophy: our belief that portfolios managed with a longer-term perspective tend to be better positioned for riding out the inevitable waves of economic and geopolitical upheaval.

For the six-month period ended April 30, 2011:

     >>American Beacon Balanced Fund (Institutional Class) returned 9.65%

     >>American Beacon Large Cap Growth Fund (Institutional Class) generated 18.12%

     >>American Beacon Mid-Cap Value Fund (Institutional Class) rose 19.05%

Please note that the recent growth rate in the stock market has helped to produce short-term returns that are not typical and may not continue in the future.

While day-to-day volatility continues to influence the world’s equity and credit markets, American Beacon remains focused on seeking opportunities and meeting market challenges to deliver the type of consistency in performance and service our shareholders value.

Our process is summarized as: Oversight 360. It’s an ongoing commitment to cast a watchful and analytical eye over all the factors that influence our fellow shareholders’ investments.

Thank you for your continued investment in the American Beacon Funds. To obtain further details about the growing number of investment opportunities now available within the American Beacon Funds family or to access your account information, please visit our website at www.americanbeaconfunds.com.

Best Regards,
 

 

Gene L. Needles, Jr. 

President
American Beacon Funds 

1

Domestic Equity Market Overview
April 30, 2011 (Unaudited)

     The stock market rallied over the six months ending April 30, 2011, with most indices posting their highest price levels in over two years. This performance was remarkable given the numerous challenges that arose during the period—multiple conflicts in the Middle East and Northern Africa, rising food and energy prices globally, concerns about rising debt risks both domestically and overseas, and the economic after-effects of Japan’s earthquake and tsunami. While some of these events took a tremendous toll in terms of human life and suffering, investors ultimately did not see them as leading to the derailment of the U.S. economic recovery.

     Although overall U.S. economic growth was only moderate during the period, improved profitability and stronger corporate balance sheets continued to provide positive momentum for the U.S. equity market. In addition, healthy business-to-business spending, especially in technology and manufacturing, added to positive returns.

     Exports had also been a bright spot for the overall economy. Growth in some overseas economies had been much stronger than in the U.S, which benefitted those companies with higher levels of overseas sales. Energy sector stocks in particular were big winners, thanks to rising oil prices. However, investor concerns for rapidly rising energy and commodity prices globally dampened overall market enthusiasm in the early part of 2011. By March, the stock market had climbed “the wall of worry,” boosted by corporate earnings and valuation levels. Ultimately, the S&P 500 Index rose 16.4% and the Russell 1000 Value Index gained 17.3% during the period.

     Corporate America’s strengthening financial position appeared to be the result of aggressive retrenchment during the economic crisis of 2008. During this period, S&P 500 companies amassed nearly $1 trillion of cash on their balance sheets. These same companies also announced over $260 billion in acquisitions and approved over $150 billion in share repurchases. Many companies have also expressed their intention to increase dividends and/or capital expenditures in the coming year—and some had actually already done so. This highlights a considerable mindset shift from a year ago, when management teams seemed satisfied stockpiling cash despite the paltry yield it was earning—a situation Japan had contended with for decades. Determining how companies will spend their cash is of great interest—and is critical to the market—in the near term, since the effectiveness of a company’s cash deployment will greatly influence its future stock performance.

     Also helping to propel the market over the past six months were: the extension of Bush-era tax rates and other measures for an additional two years by Congress; and the positive effects of the Federal Reserve’s second phase of quantitative easing (QE2). This occurred in spite of persistently high unemployment, sagging home sales, and continued fears over European Union sovereign debt risk.

     A self-sustaining recovery was leading the economic expansion, but one key critical variable for the economy and stock market remains domestic employment. Private sector employment had seen recent gains, but initial unemployment claims had been moving higher in recent reports. Yet, higher stock prices and the resulting wealth effect were fueling consumer spending. Businesses were returning capital to investors, bank lending had increased and consumer credit card delinquencies are down—all signs that U.S. economic activity is on stronger footing and could be poised for continued growth in 2011.

     Looking forward, the Federal Reserve’s QE2 program for direct purchases of Treasury bonds is set to finish at the end of June, and it remains to be seen whether this will have negative effects on interest rates. In addition, the ongoing debate in Washington, D.C. over the Federal budget and deficit reduction is likely to continue to attract investor interest and attention. Any significant progress on deficit reduction could be perceived as a major improvement in the economic fundamentals by the market.

2

Performance Overview
American Beacon Balanced Fund^SM
April 30, 2011 (Unaudited)

     The Balanced Fund’s Institutional Class returned 9.65% for the six months ended April 30, 2011, lagging the 60% Russell 1000^® Value Index/40% Barclays Capital Aggregate Index benchmark return of 10.17% and the Lipper Mixed Asset Target Allocation Growth Funds Index return of 11.79% for the same period.

	Annualized Total Returns
	Periods Ended 4/30/11
	6 Months*			1 Year			5 Years			10 Years
Institutional Class(1,8)		9.65	%		10.75	%		3.64	%		5.84	%
Y Class (1,2,8)		9.50	%		10.62	%		3.60	%		5.81	%
Investor Class(1,8)		9.46	%		10.33	%		3.33	%		5.55	%
Advisor Class(1,3,8)		9.32	%		10.16	%		3.12	%		5.39	%
A Class with sales Charge (1,4,8)		3.09	%		3.99	%		2.11	%		4.92	%
A Class without sales Charge (1,4,8)		9.39	%		10.31	%		3.33	%		5.54	%
C Class with sales Charge (1,5,8)		7.98	%		8.57	%		3.19	%		5.47	%
C Class without sales Charge (1,5,8)		8.98	%		9.57	%		3.19	%		5.47	%
AMR Class(1,8)		9.74	%		11.03	%		3.91	%		6.12	%
Balanced Composite Index (6)		10.17	%		11.66	%		3.79	%		5.25	%
Russell 1000 Value Index(7)		17.29	%		15.24	%		1.40	%		4.31	%
Barclays Capital Aggregate Index(7)		0.02	%		5.36	%		6.33	%		5.74	%
Lipper Mixed-Asset Target Allocations Growth Funds Index(7)		11.79	%		14.93	%		4.56	%		5.25	%

* Not annualized

1.	Performance shown is historical and may not be indicative of future returns. Investment returns and principal value will vary, and shares may be worth more or less at redemption than at original purchase. Performance shown is as of date indicated, and current performance may be lower or higher than the performance data quoted. To obtain performance as of the most recent month end, please call 1-800-967-9009 or visit www.americanbeaconfunds.com Fund performance in the table above does not reflect the deduction of taxes a shareholder would pay on distributions or the redemption of shares.
2.	Fund performance for the five-year and ten-year periods represents the total returns achieved by the Institutional Class from 4/30/01 up to 3/1/10, the inception date of the Y Class, and the returns of the Y Class since its inception. Expenses of the Institutional Class are lower than those of the Y Class. Therefore, total returns shown may be lower than they would have been had the Y Class been in existence since 4/30/01.
3.	Fund performance for the five-year and ten-year periods represents the total returns achieved by the Investor Class from 4/30/01 up to 5/31/05, the inception date of the Advisor Class, and the returns of the Advisor Class since its inception. Expenses of the Advisor Class are higher than those of the Investor Class. Therefore, total returns shown may be higher than they would have been had the Advisor Class been in existence since 4/30/01. A portion of the fees charged to the Advisor Class of the Fund was waived in 2005. Performance prior to waiving fees was lower than actual returns shown for 2005.
4.	Fund performance for the one-year, five-year, and ten-year periods represents the total returns achieved by the Investor Class from 4/30/01 up to 5/17/10, the inception date of the A Class, and the returns of the A Class since its inception. Expenses of the A Class are higher than those of the Investor Class. As a result total returns shown may be higher than they would have been had the A Class been in existence since 4/30/01. A Class has a maximum sales charge of 5.75%.
5.	Fund performance for the one-year, five-year, and ten-year periods represents the total returns achieved by the Investor Class from 4/30/01 up to 9/1/10, the inception date of the C Class, and the returns of the C Class since its inception. Expenses of the C Class are higher than those of the Investor Class. As a result, total returns shown may be higher than they would have been had the C Class been in existence since 4/30/01. The maximum contingent deferred sales charge for C Class is 1.00% for shares redeemed within one year of the date of purchase.
6.	To reflect the Fund’s allocation of its assets between investment grade fixed-income securities and equity securities, the returns of the Russell 1000 Value Index and the Barclays Capital Aggregate Index have been combined in a 60%/40% proportion.
7.	The Russell 1000 Value Index is an unmanaged index of those stocks in the Russell 1000 Index with lower price-to-book ratios and lower forecasted growth values. Russell 1000 Value Index and Russell 1000 Index are registered trademarks of Frank Russell Company. The Barclays Capital Aggregate Index is a market value weighted index of government, corporate, mortgage-backed and asset-backed fixed-rate debt securities of all maturities. The Lipper Mixed-Asset Target Allocation Growth Funds Index tracks the results of the 30 largest mutual funds in the Lipper Mixed-Asset Target Allocation Growth Funds category. Lipper is an independent mutual fund research and ranking service. One cannot directly invest in an index.
8.	The total annual Fund operating expense ratio set forth in the most recent Fund prospectus for the Institutional, Y, Investor, Advisor, A, C, and AMR Class shares was 0.59%, 0.69% 0.94%, 1.10%, 1.09%, 1.87%, and 0.34% respectively. The expense ratios above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.

     During the six-month period, the Fund’s assets on average were invested 65% in equities (including equitized cash) and 35% in fixed-income securities, ending the period with approximately 64% invested in equities and 36% in fixed-income securities.

     The equity portion of the Fund (excluding equitized cash) returned 15.88% for the period, trailing the Russell 1000 Value Index (“the Index”) return of 17.29%. The Fund’s poor performance versus the Index was entirely due to stock selection as sector allocation added value relative to the Index.

     The Fund’s holdings in the Information Technology, Energy, and Telecommunication Services sectors detracted the most value from relative performance. Holdings in the Information Technology sector that had the most impact on the

3

Performance Overview
American Beacon Balanced Fund^SM
April 30, 2011 (Unaudited)

Fund’s underperformance were Cisco (down 22.2%) and Hewlett Packard (down 3.3%). For the period the Fund owned the securities, Marathon Oil (up 30.1%), Conoco Phillips (up 33.1%) and Chevron (up 32.7%) were the largest detractors from relative performance in the Energy sector. In the Telecommunication Services sector, Nokia (down 16.5%) hurt the Fund’s returns. Good stock selection in the Financials sector where American Express (up 19.5%) and Wells Fargo (up 12.8% for the period the Fund owned the security) were the largest contributors, added relative value to performance.

     Underweightings in Utilities and Consumer Staples, the two worst performing sectors in the Index, generated positive returns to performance through sector allocation. Excess performance from the Fund’s allocation to the aforementioned sectors was somewhat offset by underperformance resulting from an overweighting in the Information Technology sector, which detracted value.

     The fixed income portion of the Fund returned -0.07% for the six-month period, underperforming the Barclays Capital Aggregate Index return of 0.02%. The Fund’s fixed income underperformance was mostly due to the Fund’s exposure to Agencies and U.S. Treasuries. In addition, the average duration of the Fund’s portfolio was slightly longer than the Index over the course of the six-month period, causing the Fund to lag as interest rates rose.

     The sub-advisors continue to focus on the disciplined selection of attractive securities that should allow the Fund to benefit long-term.

Top Ten Holdings

	% of
	Net Assets
JPMorgan Chase & Co.		2.2	%
ConocoPhillips		2.3	%
Bank of America Corp.		1.8	%
Wells Fargo & Co.		1.9	%
Hewlett-Packard Co.		1.6	%
Vodafone Group plc		1.5	%
Pfizer, Inc.		1.5	%
Microsoft Corp.		1.4	%
International Business Machines Corp.		1.2	%
PNC Financial Services Group, Inc.		1.1	%

Sector Allocation

	% of
	Equities
Financials		25.6	%
Information Technology		12.8	%
Energy		12.4	%
Health Care		10.7	%
Industrials		9.7	%
Consumer Discretionary		8.5	%
Consumer Staples		7.6	%
Utilities		4.4	%
Telecommunication Services		4.4	%
Materials		3.9	%

Sector Allocation

	% of
	Fixed Income
Corporate		45.3	%
Mortgage-Backed		19.2	%
U.S. Treasury		14.3	%
Agency		14.0	%
Commercial Mortgage Backed Securities		3.3	%
Asset-Backed		2.6	%
Municipal Obligations		1.2	%
Other Government		0.2	%

4

Performance Overview
American Beacon Large Cap Growth Fund^SM
April 30, 2011 (Unaudited)

     The Institutional Class of the Large Cap Growth Fund returned 18.12% for the six months ended April 30, 2011, compared to the Russell 1000^® Growth Index (“Index”) return of 16.96% and the Lipper Large-Cap Growth Funds Index return of 15.03%.

	Annualized Total Returns
	Periods Ended 4/30/11
	6 Months*			1 Year			5 Years			10 Years
Institutional Class(1,6)		18.12	%		21.66	%		1.80	%		0.62	%
Y Class (1,2,6)		18.14	%		21.48	%		1.77	%		0.60	%
A Class with sales charge (1,3,6)		10.82	%		13.95	%		.48	%		-0.04	%
A Class without sales charge (1,3,6)		17.67	%		20.99	%		1.69	%		0.56	%
C Class with sales charge (1,4,6)		16.53	%		19.64	%		1.63	%		0.53	%
C Class without sales charge (1,4,6)		17.53	%		20.64	%		1.63	%		0.53	%
AMR Class(1,6)		18.25	%		21.99	%		2.12	%		0.84	%
Russell 1000 Growth Index(5)		16.96	%		20.87	%		5.06	%		2.11	%
Lipper Large-Cap Growth Funds Index(5)		15.03	%		17.97	%		3.52	%		1.23	%

* Not annualized

1.	Performance shown is historical and may not be indicative of future returns. Please note that the recent growth rate in the stock market has helped to produce short-term returns that are not typical and may not continue in the future. Investment returns and principal value will vary, and shares may be worth more or less at redemption than at original purchase. Performance shown is as of date indicated, and current performance may be lower or higher than the performance data quoted. To obtain performance as of the most recent month end, please visit www.americanbeaconfunds.com or call 1-800-967-9009. Fund performance in the table above does not reflect the deduction of taxes a shareholder would pay on distributions or the redemption of shares. A portion of the fees charged to the Institutional Class of the Fund has been waived since 2004. Performance prior to waiving the fees was lower than the actual returns shown for periods since 2004.
2.	Fund performance for the six month, one-year, five-year and 10-year periods represents the total returns achieved by the Institutional Class from 4/30/01 up to 3/1/10, the inception date of the Y Class, and the returns of the Y Class since its inception. Expenses of the Institutional Class are lower than those of the Y Class. Therefore, total returns shown may be lower than they would have been had the Y Class been in existence since 7/31/00. A portion of the fees charged to the Y Class was waived in 2011. Performance prior to waiving the fees was lower than the actual returns shown since 2011.
3.	Fund performance for the one-year, five-year, and ten-year periods represents the total returns achieved by the Institutional Class from 4/30/01 up to 5/17/10, the inception date of the A Class, and the returns of the A class since its inception. Expenses of the A Class are higher than those of the Institutional Class. Therefore, total returns shown may be higher than they would have been had the A Class been in existences since 4/30/01. A portion of the fees charged to the A Class was waived in 2011. Performance prior to waiving the fees was lower than the actual returns shown since 2011. A Class has a maximum sales charge of 5.75%.
4.	Fund performance of the one-year, five-year, and ten-year periods represents the total returns achieved by the Institutional Class from 4/30/01 up to 9/1/10, the inception date of the C Class, and the returns of the C Class since its inception. Expenses of the C Class are higher than those of the Institutional Class. Therefore, total returns shown may be higher than they would have been had the C Class been in existence since 4/30/01. A portion of the fees charged to the C Class was waived since 2011. Performance prior to waiving the fees was lower than the actual returns shown since 2011. The maximum contingent deferred sales charge for C Class is 1.00% for shares redeemed within one year of the date of purchase.
5.	The Russell 1000 Growth Index is an unmanaged index of those stocks in the Russell 1000 Index with higher price-to-book ratios and higher forecasted growth values. Russell 1000 Growth Index and Russell 1000 Index are registered trademarks of Frank Russell Company. The Lipper Large-Cap Growth Funds Index tracks the results of the 30 largest mutual funds in the Lipper Large-Cap Growth Funds category. Lipper is an independent mutual fund research and ranking service. One cannot directly invest in an index.
6.	The total annual Fund operating expense ratio set forth in the most recent Fund prospectus for the Institutional, Y, A, C, and AMR Class shares was 0.95%, 1.07%, 1.50%, 2.54% and 0.70%, respectively. The expense ratios above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.

     The Fund outperformed the Index entirely through stock selection as sector allocation detracted value relative to the Index.

     Holdings in the Information Technology, Materials, and Consumer Staples sectors added the most relative value to the Fund’s performance. In the Information Technology sector, Baidu (up 35.0%) and ASML Holding (up 16.1%) were the largest contributors to the Fund’s returns. For the period the Fund owned the security, Cliffs Natural Resources (up 45.0%) added the most value to performance in the Materials sector. Green Mountain Coffee (up 126.9%) and PepsiCo (down 0.5%) for the period the Fund owned the securities had the largest impact to the Fund’s excess performance in the Consumer Staples sector. Poor stock selection in the Financials sector, where Goldman Sachs (down 6.4%) was the largest detractor, negatively impacted performance.

     During the six-month period, a significant underweight in Energy, the best performing sector in the Index, detracted relative value through sector allocation.

     Looking forward, the Fund’s sub-advisors will continue to maintain a disciplined, long-term approach to equity investing in larger stocks with above-average growth potential.

5

Performance Overview
American Beacon Large Cap Growth Fund^SM
April 30, 2011 (Unaudited)

Top Ten Holdings

	% of
	Net Assets
Apple, Inc.		3.1	%
Oracle Corp.		2.4	%
Union Pacific Corp.		2.3	%
EMC Corp/Massachusetts		2.3	%
Express Scripts, Inc.		2.1	%
Cognizant Technology Solutions Corp.		2.1	%
Occidental Petroleum Corp.		2.0	%
Deere & Co.		1.9	%
Google, Inc.		1.7	%
Altera Corp.		1.6	%

Sector Allocation

	% of
	Equities
Information Technology		33.6	%
Industrials		19.7	%
Consumer Discretionary		16.4	%
Health Care		8.8	%
Energy		7.3	%
Financials		6.8	%
Materials		4.6	%
Consumer Staples		2.0	%
Telecommunication Services		0.8	%

6

Performance Overview
American Beacon Mid-Cap Value Fund^SM
April 30, 2011 (Unaudited)

     The Institutional Class of the Mid-Cap Value Fund returned 19.05% for the six months ended April 30, 2011. The Fund outperformed the Russell Midcap^® Value Index (“Index”) return of 18.95% but lagged the Lipper Mid-Cap Value Funds Index return of 19.47%.

	Annualized Total Returns
	Periods Ended 4/30/11
										Since
										Incep.
	6 Months*			1 Year			5 Years			(6/30/04)
Institutional Class(1,3,9)		19.05	%		17.28	%		4.86	%		7.69	%
Y Class (1,4,9)		19.06	%		17.29	%		4.86	%		7.69	%
Investor Class (1,2,9)		19.65	%		17.73	%		4.70	%		7.57	%
Advisor Class (1,5,9)		18.80	%		16.75	%		4.50	%		7.42	%
A Class with sales charge (1,6,9)		11.94	%		9.91	%		3.27	%		6.49	%
A Class without sales charge (1,6,9)		18.77	%		16.61	%		4.50	%		7.42	%
C Class with sales charge (1,7,9)		17.22	%		15.07	%		4.41	%		7.35	%
C Class without sales charge (1,7,9		18.22	%		16.07	%		4.41	%		7.35	%
AMR Class (1,9)		19.19	%		17.54	%		5.02	%		7.83	%
Russell Midcap® Value Index(8)		18.95	%		19.84	%		4.34	%		8.51	%
Lipper Mid-Cap Value Funds Index(8)		19.47	%		18.83	%		4.50	%		7.33	%

*	Not annualized
1.	Performance shown is historical and may not be indicative of future returns. Please note that the recent growth rate in the stock market has helped to produce short-term returns that are not typical and may not continue in the future. Investment returns and principal value will vary, and shares may be worth more or less at redemption than at original purchase. Performance shown is as of date indicated, and current performance may be lower or higher than the performance data quoted. To obtain performance as of the most recent month end, please visit www.americanbeaconfunds.com or call 1-800-967-9009. Fund performance in the table above does not reflect the deduction of taxes a shareholder would pay on distributions or the redemption of shares. A portion of the fees charged to the AMR Class of the Fund was waived through 2005. Performance prior to waiving fees was lower than the actual returns shown for periods through 2005.
2.	Fund performance for the five-year and since inception periods represents the total returns achieved by the AMR Class from 6/30/04 up to 3/1/06, the inception date of the Investor Class, and the returns of the Investor Class since its inception. Expenses of the Investor Class are higher than those of the AMR Class. As a result, total returns shown may be higher than they would have been had the Investor Class been inexistence since 6/30/04. A portion of the fees charged to the Investor Class of the Fund has been waived since 2006. Performance prior to waiving fees was lower than actual returns shown since 2006.
3.	Fund performance for the year and since inception periods represents the total returns achieved by the AMR Class from 6/30/04 up to 11/30/05, the inception date of the Institutional Class, and the returns of the Institutional Class since its inception. Expenses of the Institutional Class are higher than those of the AMR Class. As a result, total returns shown may be higher than they would have been had the Institutional Class been in existence since 6/30/04. A portion of the fees charged to the Institutional Class of the Fund has been waived since 2007. Performance prior to waiving fees was lower than the actual returns show since 2007.
4.	Fund performance for the one-year, five-year, and since inception periods represents the total returns achieved by the AMR Class from 6/30/04 up to 11/30/05, the inception date of the Institutional Class, and the total returns of the Institutional Class from 11/30/05 up to 3/1/10, the inception date of the Y Class and the returns of the Y Class since its inception. Expenses of the AMR and Institutional Classes are lower than those of the Y Class. As a result, total returns shown may be higher than they would have been had the Y Class been inexistence since 6/30/04. A portion of the fees charged to the Y Class of the Fund was waived since 2010. Performance prior to waiving fees was lower than the actual returns shown for the periods since 2010.
5.	Fund performance for the five-year and since inception periods represents the total returns achieved by the AMR Class from 6/30/04 to 11/30/05, the Institutional Class from 11/30/05 to 3/1/06 and the Investor Class from 3/1/06 to 6/29/07. Because the AMR, Institutional, and Investor Classes had lower expenses, their performance was better than the Advisor Class would have realized during the same period. A portion of the fees charged to the Advisor Class of the Fund has been waived since 2007. Performance prior to waiving fees was lower than the actual returns shown since 2007.
6.	Performance shown prior to the 5/17/10 inception of the A Class is that of the AMR Class from 6/30/04 to 11/30/05, the Institutional Class from 11/30/05 to 3/1/06 and the Investor Class from 3/1/06 to 5/17/10. Because the AMR, Institutional, and Investor Classes had lower expenses, their performance was better than the A Class would have realized during the same period. A portion of the fees charged to the A Class of the Fund was waived since 2010. Performance prior to waiving fees was lower than the actual returns shown for the periods since 2010. A Class has a maximum sales charge of 5.75%.
7.	Performance shown prior to the 9/1/10 inception of the C Class is that of the AMR Class from 6/30/04 to 11/30/05, the Institutional Class from 11/30/05 to 3/1/06 and the Investor Class from 3/1/06 to 9/1/10. Because the AMR, Institutional, and Investor Classes had lower expenses, their performance was better than the C Class would have realized during the same period. A portion of the fees charged to the C Class of the Fund was waived since 2010. Performance prior to waiving fees was lower than the actual returns shown for the periods since 2010. The maximum contingent deferred sales charge for the C Class is 1.00% for shares redeemed within one year of the date of purchase.
8.	The Russell Midcap Value Index is an unmanaged index of those stocks in the Russell Midcap Index with lower price-to-book ratios and lower forecasted growth values. The Russell Midcap Index measures the performance of the 800 smallest companies in the Russell 1000 Index. Russell Midcap Value Index, Russell Midcap Index and Russell 1000 Index are registered trademarks of Frank Russell Company. The Lipper Mid-Cap Value Funds Index tracks the results of the 30 largest mutual funds in the Lipper Mid-Cap Value Funds category. Lipper is an independent mutual fund research and ranking service. One cannot directly invest in an index.
9.	The total annual Fund operating expense ratio set forth in the most recent Fund prospectus for the Institutional, Y, Investor, Advisor, A, C, and AMR Class shares was 1.07%, 1.06%, 1.28%, 1.56%, 1.52%, 2.43%, and 0.78%, respectively. The expense ratios above

7

Performance Overview
American Beacon Mid-Cap Value FundSM
April 30, 2011 (Unaudited)

may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.

     The Fund outperformed the Index as both stock selection and sector allocation added value relative to the Index.

     The Fund’s investments in the Financials sector added the most value to relative returns. In the Financials sector, Willis Group (up 30.4%), Capital One Financial (up 46.9%), and Delphi Financial Group (up 19.1%) were the largest contributors. The Fund’s Utilities sector selections, where PNM Resources (up 28.3%) and Entergy (up 3.4% for the period the Fund owned the security) added the most relative value, also generated positive returns. Poor stock selection in the Energy and Industrials sectors detracted from the Fund’s relative performance. For the period the Fund owned the securities, El Paso (up 8.9%) and Valero Energy (up 56.8%) had the largest impact to performance in the Energy sector, as did Molex (up 34.8%) and SPX (up 29.8%) in the Industrials sector.

     An underweighting in Utilities, one of the poorer performing sectors in the Index, and a significant overweighting in the Health Care sector added relative value to performance through sector allocation. An absence from Telecommunication Services, the worst performing sector in the Index, also had a positive impact on the Fund’s performance. An underweight in Energy, the best performing sector in the Index, had a negative impact offsetting a portion of the aforementioned good performance.

     The sub-advisors’ philosophy of investing in undervalued companies that exhibit improving profitability and earnings growth potential should allow the Fund to benefit longer term

Top Ten Holdings

	% of
	Net Assets
L-3 Communications Holdings, Inc.		2.9	%
Masco Corp.		2.0	%
Fifth Third Bancorp		2.0	%
Brady Corp.		1.8	%
Omnicom Group, Inc.		1.7	%
Hospitality Properties Trust		1.6	%
Avnet, Inc.		1.6	%
Zimmer Holdings, Inc.		1.5	%
Molex, Inc.		1.5	%
Capital One Financial Corp.		1.5	%

Sector Allocation

	% of
	Equities
Financials		28.4	%
Industrials		20.1	%
Consumer Discretionary		13.6	%
Health Care		12.0	%
Information Technology		7.5	%
Utilities		6.9	%
Materials		4.6	%
Energy		3.6	%
Consumer Staples		3.3	%

8

American Beacon Funds
Fund Expenses
April 30, 2011 (Unaudited)

Fund Expense Example

     As a shareholder of a Fund, you incur two types of costs: (1) transaction costs, including redemption fees if applicable, and (2) ongoing costs, including management fees, administrative service fees, and other Fund expenses. The examples below are intended to help you understand the ongoing cost (in dollars) of investing in a particular Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The examples are based on an investment of $1,000 invested at the beginning of the period in each Class and held for the entire period from November 1, 2010 through April 30, 2011.

Actual Expenses

     The following tables provide information about actual account values and actual expenses. You may use the information on this page, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the “Expenses Paid During Period” for the applicable Fund to estimate the expenses you paid on your account during this period. Shareholders of the Investor and Institutional Classes that invest in a Fund through an IRA may be subject to a custodial IRA fee of $15 that is typically deducted each December. If your account was subject to a custodial IRA fee during the period, your costs would have been $15 higher.

				Large Cap
	Balanced			Growth			Mid-Cap
Institutional Class	Fund			Fund			Value Fund
Beginning Account Value 11/1/10	$	1,000.00		$	1,000.00		$	1,000.00
Ending Account Value 4/30/11	$	1,096.50		$	1,181.18		$	1,190.49
Expenses Paid During Period 11/1/10-4/30/11 *	$	3.01		$	5.14		$	5.32
Annualized Expense Ratio		0.58	%		0.95	%		0.98	%

				Large Cap
	Balanced			Growth			Mid-Cap
Y Class	Fund			Fund			Value Fund
Beginning Account Value 11/1/10	$	1,000.00		$	—		$	1,000.00
Ending Account Value 4/30/11	$	1,094.60		$	—		$	1,196.51
Expenses Paid During Period 11/1/10-4/30/11 *	$	4.73		$	—		$	6.64
Annualized Expense Ratio		0.91	%		—	%		1.22	%

	Balanced			Mid-Cap
Investor Class	Fund			Value Fund
Beginning Account Value 11/1/10	$	1,000.00		$	1,000.00
Ending Account Value 4/30/11	$	1,094.60		$	1,196.51
Expenses Paid During Period 11/1/10-4/30/11 *	$	4.73		$	6.64
Annualized Expense Ratio		0.91	%		1.22	%

	Balanced			Mid-Cap
Advisor Class	Fund			Value Fund
Beginning Account Value 11/1/10	$	1,000.00		$	1,000.00
Ending Account Value 4/30/11	$	1,093.20		$	1,188.00
Expenses Paid During Period 11/1/10-4/30/11 *	$	5.61		$	8.08
Annualized Expense Ratio		1.08	%		1.49	%

	Balanced			Large Cap			Mid-Cap
A Class	Fund			Growth Fund			Value Fund
Beginning Account Value 11/1/10	$	1,000.00		$	1,000.00		$	1,000.00
Ending Account Value 4/30/2011	$	1,093.94		$	1,176.67		$	1,187.74
Expenses Paid During Period 11/1/10-4/30/11 *	$	5.57		$	7.81		$	7.86
Annualized Expense Ratio		1.07	%		1.45	%		1.45	%

	Balanced			Large Cap			Mid-Cap
C Class	Fund			Growth Fund			Value Fund
Beginning Account Value 11/1/10	$	1,000.00		$	1,000.00		$	1,000.00
Ending Account Value 4/30/2011	$	1,089.84		$	1,175.26		$	1,182.16
Expenses Paid During Period 11/1/10-4/30/11 *	$	9.46		$	11.13		$	12.12
Annualized Expense Ratio		1.83	%		2.06	%		2.24	%

9

American Beacon Funds
Fund Expenses
April 30, 2011 (Unaudited)

	Balanced			Large Cap			Mid-Cap
AMR Class	Fund			Growth Fund			Value Fund
Beginning Account Value 11/1/10	$	1,000.00		$	1,000.00		$	1,000.00
Ending Account Value 4/30/2011	$	1,097.38		$	1,182.53		$	1,191.85
Expenses Paid During Period 11/1/10-04/30/11 *	$	1.72		$	3.79		$	4.24
Annualized Expense Ratio		0.33	%		0.70	%		0.78	%

* Expenses are equal to the Fund’s annualized expense ratio for the six-month period multiplied by the average account value over the period, multiplied by the number derived by dividing the number of days in the most recent fiscal half-year ( 181 ) by days in the year ( 365 ) to reflect the half-year period.

Hypothetical Example for Comparison Purposes

     The following tables provide information about hypothetical account values and hypothetical expenses based on a Fund’s actual expense ratio and an assumed 5% per year rate of return before expenses (not the Fund’s actual return). You may compare the ongoing costs of investing in a particular Fund with other funds by contrasting this 5% hypothetical example and the 5% hypothetical examples that appear in the shareholder reports of the other funds. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. Shareholders of the Investor and Institutional Classes that invest in a Fund through an IRA may be subject to a custodial IRA fee of $15 that is typically deducted each December. If your account was subject to a custodial IRA fee during the period, your costs would have been $15 higher.

     You should also be aware that the expenses shown in the table highlight only your ongoing costs and do not reflect any transaction costs charged by a Fund, such as redemption fees as applicable. Similarly, the expense examples for other funds do not reflect any transaction costs charged by those funds, such as sales charges (loads), redemption fees or exchange fees. Therefore, the following tables are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. If you were subject to any transaction costs during the period, your costs would have been higher.

				Large Cap
	Balanced			Growth			Mid-Cap
Institutional Class	Fund			Fund			Value Fund
Beginning Account Value 11/1/10	$	1,000.00		$	1,000.00		$	1,000.00
Ending Account Value 04/30/11	$	1,021.92		$	1,020.08		$	1,019.93
Expenses Paid During Period 11/1/10-04/30/11 *	$	2.91		$	4.76		$	4.91
Annualized Expense Ratio		0.58	%		0.95	%		0.98	%

				Large Cap
	Balanced			Growth			Mid-Cap
Y Class	Fund			Fund			Value Fund
Beginning Account Value 11/1/10	$	1,000.00		$	—		$	1,000.00
Ending Account Value 04/30/11	$	1,020.28		$	—		$	1,018.74
Expenses Paid During Period 11/1/10-04/30/11 *	$	4.56		$	—		$	6.11
Annualized Expense Ratio		0.91	%		—	%		1.22	%

	Balanced			Mid-Cap
Investor Class	Fund			Value Fund
Beginning Account Value 11/1/10	$	1,000.00		$	1,000.00
Ending Account Value 04/30/11	$	1,020.28		$	1,018.74
Expenses Paid During Period 11/1/10-04/30/11 *	$	4.56		$	6.11
Annualized Expense Ratio		0.91	%		1.22	%

	Balanced			Mid-Cap
Advisor Class	Fund			Value Fund
Beginning Account Value 11/1/10	$	1,000.00		$	1,000.00
Ending Account Value 04/30/11	$	1,019.44		$	1,017.41
Expenses Paid During Period 11/1/10-04/30/11 *	$	5.41		$	7.45
Annualized Expense Ratio		1.08	%		1.49	%

10

American Beacon Funds
Fund Expenses
April 30, 2011 (Unaudited)

	Balanced			Large Cap			Mid-Cap
A Class	Fund			Growth Fund			Value Fund
Beginning Account Value 11/1/10	$	1,000.00		$	1,000.00		$	1,000.00
Ending Account Value 4/30/2011	$	1,019.48		$	1,017.62		$	1,017.61
Expenses Paid During Period 11/1/10-4/30/11 *	$	5.37		$	7.24		$	7.25
Annualized Expense Ratio		1.07	%		1.45	%		1.45	%

	Balanced			Large Cap			Mid-Cap
C Class	Fund			Growth Fund			Value Fund
Beginning Account Value 11/1/10	$	1,000.00		$	1,000.00		$	1,000.00
Ending Account Value 4/30/2011	$	1,015.74		$	1,014.57		$	1,013.68
Expenses Paid During Period 11/1/10-4/30/11 *	$	9.13		$	10.30		$	11.19
Annualized Expense Ratio		1.83	%		2.06	%		2.24	%

			Large Cap
	Balanced		Growth		Mid-Cap
AMR Class	Fund		Fund		Value Fund
Beginning Account Value 11/1/10.	$	1,000.00	$	1,000.00	$	1,000.00
Ending Account Value 04/30/11.	$	1,023.16	$	1,021.32	$	1,020.93
Expenses Paid During Period 11/1/10-04/30/11 *	$	1.66	$	3.51	$	3.91
Annualized Expense Ratio.

* Expenses are equal to the Fund’s annualized expense ratios for the six-month period multiplied by the average account value over the period, multiplied by the number derived by dividing the number of days in the most recent fiscal half-year ( 181 ) by days in the year ( 365 ) to reflect the half year period.

11

American Beacon Balanced Fund
Schedule of Investments
April 30, 2011 (Unaudited)

	Shares		Value
			($000)
COMMON STOCK - 61.56%
CONSUMER DISCRETIONARY - 4.94%
Auto Components - 0.43%
Johnson Controls, Inc.	$	42,700	$	1,751
Magna International, Inc.		40,500		2,075
				3,826
Automobiles - 0.47%
General Motors Co.A		52,900		1,698
Toyota Motor Corp.B		31,000		2,470
				4,168
Hotels, Restaurants & Leisure - 0.79%
Carnival Corp.		56,300		2,143
McDonald’s Corp.		33,500		2,624
Wyndham Worldwide Corp.		67,100		2,322
				7,089
Media - 0.91%
CBS Corp.		97,600		2,461
Comcast Corp.		115,600		2,839
The Interpublic Group of Cos Inc.		72,500		852
Time Warner Cable, Inc.		26,100		2,039
				8,191
Multiline Retail - 0.62%
JC Penney Co., Inc.		107,800		4,145
Target Corp.		27,950		1,372
				5,517
Specialty Retail - 1.72%
Abercrombie & Fitch Co.		35,200		2,492
Best Buy Co, Inc.		70,200		2,192
Home Depot, Inc.		60,250		2,238
RadioShack Corp.		73,400		1,160
The Gap, Inc.		318,700		7,406
				15,488
Total Consumer Discretionary				44,279
CONSUMER STAPLES - 4.72%
Beverages - 1.24%
Diageo plcB		64,400		5,240
PepsiCo, Inc.		85,600		5,897
				11,137
Food & Drug Retailing - 1.50%
CVS Caremark Corp.		160,600		5,820
Safeway, Inc.		71,100		1,728
Sysco Corp.		30,500		882
Wal-Mart Stores, Inc.		90,700		4,987
				13,417
Food Products - 0.16%
Kraft Foods, Inc.		42,500		1,427
Household Products - 0.10%
Kimberly-Clark Corp.		13,800		912
Tobacco - 1.72%
Altria Group, Inc.		97,200		2,609
Imperial Tobacco Group plcB		81,900		5,807
Philip Morris International, Inc.	$	100,700	$	6,992
				15,408
Total Consumer Staples				42,301
ENERGY - 7.68%
Energy Equipment & Services - 0.40%
Cobalt International Energy, Inc.A		81,800		1,145
Transocean Ltd.		33,700		2,452
				3,597
Oil & Gas - 7.28%
BP plcB		181,400		8,370
Chevron Corp.		62,128		6,799
ConocoPhillips		259,676		20,496
Exxon Mobil Corp.		61,000		5,368
Marathon Oil Corp.		7,900		427
Occidental Petroleum Corp.		59,700		6,823
Royal Dutch Shell plcB		101,900		7,985
Spectra Energy Corp.		222,900		6,473
Total S.A.B		38,000		2,441
				65,182
Total Energy				68,779
FINANCIALS - 15.81%
Banks - 5.67%
Bank of America Corp.		1,316,080		16,161
Fifth Third Bancorp		127,700		1,695
First Horizon National Corp.		84,400		924
KeyCorp.		138,857		1,204
PNC Financial Services Group, Inc.		164,758		10,271
SunTrust Banks, Inc.		98,500		2,777
Wells Fargo & Co.		576,098		16,770
Zions Bancorporation		41,550		1,016
				50,818
Diversified Financials - 5.81%
American Express Co.		115,300		5,659
Capital One Financial Corp.		115,300		6,310
Citigroup, Inc.		1,694,603		7,779
JPMorgan Chase & Co.		440,934		20,121
Mastercard, Inc.		2,100		579
Morgan Stanley		171,100		4,474
SLM Corp.		155,900		2,586
State Street Corp.		46,900		2,183
The Goldman Sachs Group Inc.		16,300		2,461
				52,152
Insurance - 3.72%
ACE Ltd.		43,100		2,898
Genworth Financial, Inc.		213,000		2,596
Hartford Financial Services Group, Inc.		126,400		3,662
Lincoln National Corp.		78,500		2,452
MetLife, Inc.		152,688		7,144
Prudential Financial, Inc.		21,200		1,345
The Allstate Corp.		174,900		5,919
The Travelers Cos., Inc.		32,900		2,082
XL Group plc		213,000		5,201
				33,299

See accompanying notes

12

American Beacon Balanced Fund
Schedule of Investments
April 30, 2011 (Unaudited)

	Shares		Value
			($000)
Real Estate - 0.61%
Annaly Capital Management, Inc.C	$	201,100	$	3,587
Chimera Investment Corp.C		452,272		1,832
				5,419
Total Financials				141,688
HEALTH CARE - 6.65%
Biotechnology - 0.36%
Amgen, Inc.		57,200		3,252
Health Care Equipment & Supplies - 1.14%
Baxter International, Inc.		89,200		5,076
Covidien plc		23,700		1,320
Medtronic, Inc.		92,200		3,849
				10,245
Health Care Providers & Services - 0.41%
WellPoint, Inc.		48,000		3,686
Pharmaceuticals - 4.74%
Bristol-Myers Squibb Co.		107,900		3,032
Eli Lilly & Co.		102,600		3,797
Johnson & Johnson		134,600		8,846
Merck & Co, Inc.		262,376		9,432
Novartis AGB		66,400		3,929
Pfizer, Inc.		635,454		13,319
				42,355
Total Health Care				59,538
INDUSTRIALS - 6.00%
Aerospace & Defense - 1.84%
Huntington Ingalls Industries, Inc.A		7,350		294
Lockheed Martin Corp.		73,000		5,785
Northrop Grumman Corp.		44,100		2,805
Raytheon Co.		94,400		4,583
The Boeing Co.		38,200		3,048
				16,515
Air Freight & Couriers - 0.27%
FedEx Corp.		25,700		2,459
Electrical Equipment - 0.36%
TE Connectivity Ltd.		90,425		3,242
Industrial Conglomerates - 1.99%
3M Co.		42,800		4,161
General Electric Co.		343,600		7,026
Honeywell International, Inc.		80,200		4,910
Tyco International Ltd.		34,725		1,692
				17,789
Machinery - 1.54%
Cummins, Inc.		11,800		1,418
Illinois Tool Works, Inc.		51,100		2,985
ITT Corp.		72,700		4,201
PACCAR, Inc.		97,200		5,163
				13,767
Total Industrials				53,772
INFORMATION TECHNOLOGY - 7.92%
Communications Equipment - 0.31%
Cisco Systems, Inc.	$	158,500	$	2,783
Computers & Peripherals - 3.21%
Apple, Inc.		11,110		3,869
Hewlett-Packard Co.		358,700		14,481
International Business Machines Corp.		61,500		10,491
				28,841
Electronic Equipment & Instruments - 0.18%
Avnet, Inc.		44,100		1,602
Office Electronics - 0.21%
Xerox Corp.		182,600		1,842
Semiconductor Equipment & Products - 1.98%
Applied Materials, Inc.		114,800		1,801
ASML Holding N.V.		26,930		1,125
Intel Corp.		412,700		9,570
Micron Technology, Inc.		294,500		3,325
Texas Instruments, Inc.		53,000		1,883
				17,704
Software - 2.03%
CA, Inc.		201,774		4,962
Microsoft Corp.		470,900		12,252
Oracle Corp.		26,200		945
				18,159
Total Information Technology				70,931
MATERIALS - 2.40%
Chemicals - 1.20%
Air Products & Chemicals, Inc.		22,100		2,111
Celanese Corp.		29,000		1,448
EI du Pont de Nemours & Co.		56,400		3,203
PPG Industries, Inc.		9,700		918
The Dow Chemical Co.		75,300		3,087
				10,767
Metals & Mining - 0.75%
Cliffs Natural Resources, Inc.		48,900		4,583
Newmont Mining Corp.		35,900		2,104
				6,687
Paper & Forest Products - 0.45%
International Paper Co.		129,700		4,005
Total Materials				21,459
TELECOMMUNICATION SERVICES - 2.74%
Diversified Telecommunication Services - 1.19%
AT&T, Inc.		229,877		7,154
Nokia OYJB		177,300		1,636
Verizon Communications, Inc.		49,808		1,882
				10,672
Wireless Telecommunication Services - 1.55%
Vodafone Group plcB		475,300		13,841
Total Telecommunication Services				24,513

See accompanying notes

13

American Beacon Balanced Fund
Schedule of Investments
April 30, 2011 (Unaudited)

	Shares		Value
			($000)
UTILITIES - 2.70%
CenterPoint Energy, Inc.	$	197,800	$	3,679
Dominion Resources, Inc.		101,400		4,707
Edison International		71,300		2,800
Entergy Corp.		20,100		1,401
Exelon Corp.		129,800		5,472
PPL Corp.		64,300		1,764
Public Service Enterprise Group, Inc.		134,300		4,320
Total Utilities				24,143
Total Common Stock (Cost $475,662)				551,403
PREFERRED STOCK - 0.35 (Cost $3,130)
CONSUMER DISCRETIONARY - 0.35%
General Motors Co.		62,400		3,108

	Par Amount		Value
	(dollars in thousands)
CORPORATE OBLIGATION - 14.88%
Finance - 6.62%
AEGON Funding Co., LLC,
5.75%, Due 12/15/2020		350		372
Aflac, Inc.,
8.50%, Due 5/15/2019		190		232
American Express Co.,
8.15%, Due 3/19/2038		225		307
American Express Credit Corp.,
5.125%, Due 8/25/2014		720		786
2.75%, Due 9/15/2015		150		150
American International Group, Inc.,
6.40%, Due 12/15/2020		625		684
ANZ National Int’l Ltd/London,
2.375%, Due 12/21/2012D		350		355
Bank of America Corp.,
4.50%, Due 4/1/2015		380		400
6.50%, Due 8/1/2016		2,090		2,355
7.80%, Due 9/15/2016		700		807
7.625%, Due 6/1/2019		925		1,091
Bank One Corp.,
4.90%, Due 4/30/2015		250		266
Barclays Bank plc,
3.90%, Due 4/7/2015		330		346
6.75%, Due 5/22/2019		350		400
BNP Paribas,
3.60%, Due 2/23/2016		320		325
Canadian Imperial Bank of Commerce/Canada,
1.45%, Due 9/13/2013		515		517
Citigroup, Inc.,
1.235%, Due 4/1/2014E		300		300
6.375%, Due 8/12/2014		920		1,028
0.591%, Due 11/5/2014E		320		312
6.01%, Due 1/15/2015		540		599
6.125%, Due 11/21/2017		660		732
8.50%, Due 5/22/2019		1,000		1,246
CME Group, Inc.,
5.40%, Due 8/1/2013		260		284
5.75%, Due 2/15/2014		465		517
CNA Financial Corp.,
7.35%, Due 11/15/2019		245		284
Cooperatieve Centrale Raiffeisen-Boerenleenbank BA/Netherlands,
4.20%, Due 5/13/2014D		200		214
2.125%, Due 10/13/2015		385		377
Deutsche Bank AG/London,
3.875%, Due 8/18/2014		325		342
Fifth Third Bancorp,
3.625%, Due 1/25/2016		325		330
8.25%, Due 3/1/2038		1,500		1,840
General Electric Capital Corp.,
0.493%, Due 1/8/2016E		1,125		1,090
5.40%, Due 2/15/2017		390		428
5.625%, Due 5/1/2018		765		838
6.00%, Due 8/7/2019		350		390
5.50%, Due 1/8/2020		250		269
5.30%, Due 2/11/2021		190		197
5.875%, Due 1/14/2038		625		632
HCP, Inc.,
5.375%, Due 2/1/2021		400		416
HSBC Finance Corp.,
0.528%, Due 1/15/2014E		1,050		1,035
ING Bank N.V.,
5.125%, Due 5/1/2015D		450		465
JPMorgan Chase & Co.,
1.074%, Due 1/24/2014E		1,375		1,381
3.70%, Due 1/20/2015		1,240		1,288
6.00%, Due 1/15/2018		375		417
5.50%, Due 10/15/2040		325		325
JPMorgan Chase Bank NA,
0.640%, Due 6/13/2016D E		415		399
KeyCorp,
5.10%, Due 3/24/2021		200		205
Liberty Mutual Insurance Co.,
7.875%, Due 10/15/2026D		1,500		1,660
Lincoln National Corp.,
4.75%, Due 2/15/2014		245		259
Lloyds TSB Bank plc,
4.375%, Due 1/12/2015D		325		336
6.375%, Due 1/21/2021		210		225
Mellon Funding Corp.,
0.463%, Due 5/15/2014E		250		249
Merrill Lynch & Co, Inc.,
6.40%, Due 8/28/2017		1,000		1,115
6.50%, Due 7/15/2018		260		285
6.11%, Due 1/29/2037		365		357
MetLife Institutional Funding II,
1.201%, Due 4/4/2014D E		600		602
MetLife, Inc.,
5.00%, Due 11/24/2013		495		535
6.375%, Due 6/15/2034		350		388
Monumental Global Funding III,
0.478%, Due 1/15/2014D E		325		314
Morgan Stanley,
0.590%, Due 1/9/2014E		2,860		2,799
0.758%, Due 10/15/2015E		920		887
7.30%, Due 5/13/2019		350		401
5.625%, Due 9/23/2019		350		364
National Australia Bank Ltd.,
4.375%, Due 12/10/2020D		325		317

See accompanying notes

14

American Beacon Balanced Fund
Schedule of Investments
April 30, 2011 (Unaudited)

	Par Amount		Value
			($000)
National Rural Utilities Cooperative Finance Corp.,
1.125%, Due 11/1/2013		380		380
Nationwide Building Society,
5.50%, Due 7/18/2012D		500		524
4.875%, Due 1/27/2020D		300		310
PNC Funding Corp.,
4.25%, Due 9/21/2015		730		776
4.375%, Due 8/11/2020		330		333
Pricoa Global Funding I,
5.40%, Due 10/18/2012D		175		185
Prudential Financial, Inc.,
5.10%, Due 9/20/2014		445		484
7.375%, Due 6/15/2019		300		357
Societe Generale,
2.20%, Due 9/14/2013D		300		302
1.326%, Due 4/11/2014D E		900		901
State Street Corp.,
4.30%, Due 5/30/2014		290		313
2.875%, Due 3/7/2016		570		575
SunTrust Banks, Inc.,
3.60%, Due 4/15/2016		200		203
The Bank of New York Mellon Corp,
4.95%, Due 11/1/2012		—		—
1.50%, Due 1/31/2014		380		382
4.30%, Due 5/15/2014		380		411
The Bear Stearns Cos., Inc.,
7.25%, Due 2/1/2018		1,460		1,715
The Goldman Sachs Group, Inc.,
5.35%, Due 1/15/2016		725		786
6.25%, Due 9/1/2017		650		724
5.95%, Due 1/18/2018		565		618
6.00%, Due 6/15/2020		175		189
6.75%, Due 10/1/2037		1,902		1,971
The Travelers Cos Inc,
3.90%, Due 11/1/2020		160		155
Travelers Property Casualty Corp.,
5.00%, Due 3/15/2013		640		685
UBS AG/Stamford CT,
5.875%, Due 12/20/2017		325		363
UnitedHealth Group, Inc.,
6.625%, Due 11/15/2037		1,625		1,808
US Bancorp,
1.375%, Due 9/13/2013		570		572
Wachovia Corp.,
0.648%, Due 10/15/2016E		650		615
5.75%, Due 2/1/2018		775		865
Wells Fargo & Co.,
5.625%, Due 12/11/2017		250		279
4.60%, Due 4/1/2021		380		384
Westpac Banking Corp.,
2.25%, Due 11/19/2012		330		336
Willis North America, Inc.,
6.20%, Due 3/28/2017		360		392
				59,284
Industrials - 6.77%
Alltel Corp.,
7.00%, Due 7/1/2012		300		321
Altria Group, Inc.,
9.70%, Due 11/10/2018		365		486
America Movil SAB de CV,
6.375%, Due 3/1/2035		350		381
American Honda Finance Corp.,
4.625%, Due 4/2/2013D		425		451
3.875%, Due 9/21/2020D		150		147
Analog Devices, Inc.,
3.00%, Due 4/15/2016	$	170	$	173
Anheuser-Busch InBev Worldwide, Inc.,
3.00%, Due 10/15/2012		470		484
5.00%, Due 4/15/2020		330		354
8.00%, Due 11/15/2039		125		171
Apache Corp.,
5.10%, Due 9/1/2040		170		163
AT&T, Inc.,
5.10%, Due 9/15/2014		860		949
5.625%, Due 6/15/2016		400		451
5.50%, Due 2/1/2018		300		331
6.80%, Due 5/15/2036		150		166
6.40%, Due 5/15/2038		1,840		1,963
5.35%, Due 9/1/2040D		283		265
Baxter International, Inc.,
1.80%, Due 3/15/2013		230		234
Becton Dickinson and Co.,
3.25%, Due 11/12/2020		375		353
BP Capital Markets plc,
3.20%, Due 3/11/2016		855		862
Burlington Northern Santa Fe LLC,
5.75%, Due 3/15/2018		425		480
7.95%, Due 8/15/2030		205		264
5.75%, Due 5/1/2040		170		175
Cameron International Corp.,
6.375%, Due 7/15/2018		215		244
Canadian National Railway Co.,
5.55%, Due 5/15/2018		350		392
Canadian Natural Resources Ltd.,
6.25%, Due 3/15/2038		365		403
Caterpillar Financial Services Corp.,
1.90%, Due 12/17/2012		300		306
6.125%, Due 2/17/2014		620		701
2.75%, Due 6/24/2015		340		350
Cellco Partnership / Verizon Wireless Capital LLC,
3.75%, Due 5/20/2011		360		360
8.50%, Due 11/15/2018		415		539
Cisco Systems, Inc.,
1.625%, Due 3/14/2014		575		578
Cliffs Natural Resources, Inc.,
4.875%, Due 4/1/2021		225		228
Coca-Cola Refreshments USA, Inc.,
7.375%, Due 3/3/2014		175		204
Comcast Cable Communications Holdings, Inc.,
8.375%, Due 3/15/2013		128		144
Comcast Corp.,
6.30%, Due 11/15/2017		480		552
5.875%, Due 2/15/2018		305		340
6.45%, Due 3/15/2037		2,630		2,791
6.55%, Due 7/1/2039		350		378
ConocoPhillips,
4.60%, Due 1/15/2015		900		989
5.20%, Due 5/15/2018		425		474

See accompanying notes

15

American Beacon Balanced Fund
Schedule of Investments
April 30, 2011 (Unaudited)

	Par Amount		Value
			($000)
Cooper US, Inc.,
2.375%, Due 1/15/2016		570		567
3.875%, Due 12/15/2020		250		248
CSX Corp.,
5.50%, Due 4/15/2041		325		320
CVS Caremark Corp.,
3.25%, Due 5/18/2015		170		174
Daimler Finance North America LLC,
5.75%, Due 9/8/2011		550		560
EI du Pont de Nemours & Co,
5.875%, Due 1/15/2014		95		106
3.25%, Due 1/15/2015		545		570
Ensco plc,
4.70%, Due 3/15/2021		280		283
EOG Resources, Inc.,
2.50%, Due 2/1/2016		325		322
Express Scripts, Inc.,
6.25%, Due 6/15/2014		570		639
France Telecom S.A.,
4.375%, Due 7/8/2014		295		319
2.125%, Due 9/16/2015		150		149
GlaxoSmithKline Capital, Inc.,
5.65%, Due 5/15/2018		250		284
Health Care REIT, Inc.,
3.625%, Due 3/15/2016		240		240
5.25%, Due 1/15/2022		280		281
Hewlett-Packard Co.,
6.125%, Due 3/1/2014		460		518
2.20%, Due 12/1/2015		325		323
Home Depot, Inc.,
4.40%, Due 4/1/2021		300		302
Honeywell International, Inc.,
4.25%, Due 3/1/2013		580		616
Hospira, Inc.,
6.05%, Due 3/30/2017		260		292
International Business Machines Corp.,
4.75%, Due 11/29/2012		480		510
7.625%, Due 10/15/2018		770		974
ITT Corp.,
4.90%, Due 5/1/2014		490		530
John Deere Capital Corp.,
4.90%, Due 9/9/2013		620		675
Johnson Controls, Inc.,
5.00%, Due 3/30/2020		320		340
Kellogg Co.,
4.25%, Due 3/6/2013		500		528
Koninklijke Philips Electronics N.V.,
5.75%, Due 3/11/2018		335		379
Kraft Foods, Inc.,
6.50%, Due 2/9/2040		245		273
Lorillard Tobacco Co.,
8.125%, Due 6/23/2019		310		367
Marathon Oil Corp.,
6.00%, Due 10/1/2017		415		473
Marathon Petroleum Corp.,
3.50%, Due 3/1/2016D		335		339
McKesson Corp.,
3.25%, Due 3/1/2016		160		164
Medtronic, Inc.,
3.00%, Due 3/15/2015		1,065		1,105
Norfolk Southern Corp.,
5.75%, Due 4/1/2018		425		483
Northrop Grumman Corp.,
5.05%, Due 8/1/2019		150		161
Novartis Capital Corp.,
2.90%, Due 4/24/2015		695		718
Petrobras International Finance Co. — Pifco,
3.875%, Due 1/27/2016		360		365
6.875%, Due 1/20/2040		125		131
4.00%, Due 3/29/2021		400		398
Shell International Finance BV,
3.10%, Due 6/28/2015		340		353
Simon Property Group LP,
5.75%, Due 12/1/2015		460		515
10.35%, Due 4/1/2019		325		452
Teck Resources Ltd.,
6.00%, Due 8/15/2040		165		171
Telecom Italia Capital S.A.,
4.95%, Due 9/30/2014		195		206
Telefonica Emisiones SAU,
4.949%, Due 1/15/2015		185		198
6.421%, Due 6/20/2016		350		394
The Boeing Co,
1.875%, Due 11/20/2012		350		356
The Coca-Cola Co,
0.75%, Due 11/15/2013		930		922
The Dow Chemical Co,
2.50%, Due 2/15/2016		155		152
4.25%, Due 11/15/2020		195		191
Thomson Reuters Corp.,
4.70%, Due 10/15/2019		150		159
Time Warner Cable, Inc.,
5.85%, Due 5/1/2017		350		389
6.75%, Due 7/1/2018		755		870
7.30%, Due 7/1/2038		1,920		2,203
Time Warner, Inc.,
4.875%, Due 3/15/2020		160		166
4.75%, Due 3/29/2021		325		331
Transocean, Inc.,
6.80%, Due 3/15/2038		3,170		3,425
Tyco Electronics Group S.A.,
6.55%, Due 10/1/2017		455		532
Tyco International Finance S.A.,
3.75%, Due 1/15/2018		325		326
8.50%, Due 1/15/2019		385		492
Union Pacific Corp.,
7.875%, Due 1/15/2019		350		443
United Parcel Service, Inc.,
3.125%, Due 1/15/2021		745		699
United Technologies Corp.,
6.125%, Due 7/15/2038		210		237
UnitedHealth Group, Inc.,
4.875%, Due 2/15/2013		595		633
3.875%, Due 10/15/2020		325		315
Valero Energy Corp.,
9.375%, Due 3/15/2019		155		201
6.625%, Due 6/15/2037		185		195
Verizon Communications, Inc.,
5.50%, Due 4/1/2017		350		393
4.60%, Due 4/1/2021		380		388
6.90%, Due 4/15/2038		275		315

See accompanying notes

16

American Beacon Balanced Fund
Schedule of Investments
April 30, 2011 (Unaudited)

	Par Amount		Value
			($000)
Viacom, Inc.,
6.875%, Due 4/30/2036	$	2,880	$	3,224
Vodafone Group plc,
6.15%, Due 2/27/2037		365		398
Wal-Mart Stores, Inc.,
7.55%, Due 2/15/2030		350		451
5.625%, Due 4/15/2041		205		212
Xerox Corp.,
5.65%, Due 5/15/2013		75		81
8.25%, Due 5/15/2014		160		188
4.25%, Due 2/15/2015		400		424
				60,618
Other Government - 0.08%
Province of Ontario Canada,
4.10%, Due 6/16/2014		350		379
3.15%, Due 12/15/2017		325		328
				707
Utilities - 1.41%
Columbus Southern Power Co.,
5.50%, Due 3/1/2013		660		709
Commonwealth Edison Co.,
4.00%, Due 8/1/2020		175		172
Consolidated Edison Co of New York, Inc.,
5.50%, Due 12/1/2039		350		360
Dominion Resources, Inc.,
1.80%, Due 3/15/2014		800		804
Duke Energy Carolinas LLC,
5.10%, Due 4/15/2018		350		385
Duke Energy Indiana, Inc.,
6.05%, Due 6/15/2016		520		591
EDF S.A.,
4.60%, Due 1/27/2020D		320		330
Energy Transfer Partners LP,
8.50%, Due 4/15/2014		605		710
9.00%, Due 4/15/2019		260		332
Enterprise Products Operating LLC,
5.65%, Due 4/1/2013		400		432
6.125%, Due 10/15/2039		310		316
Exelon Generation Co LLC,
5.20%, Due 10/1/2019		275		286
6.25%, Due 10/1/2039		310		315
FirstEnergy Solutions Corp.,
4.80%, Due 2/15/2015		175		186
Midamerican Energy Holdings Co.,
5.875%, Due 10/1/2012		760		810
6.125%, Due 4/1/2036		350		376
ONEOK Partners LP,
6.125%, Due 2/1/2041		400		413
Pacific Gas & Electric Co.,
6.25%, Due 12/1/2013		175		194
3.50%, Due 10/1/2020		300		281
Progress Energy, Inc.,
4.875%, Due 12/1/2019		350		369
Sempra Energy,
6.50%, Due 6/1/2016		315		363
Southern Power Co.,
6.25%, Due 7/15/2012		525		556
Spectra Energy Capital LLC,
5.668%, Due 8/15/2014		310		343
5.65%, Due 3/1/2020		310		333
TransCanada PipeLines Ltd.,
7.625%, Due 1/15/2039		340		430
6.10%, Due 6/1/2040		170		183
Union Electric Co.,
6.70%, Due 2/1/2019	$	430	$	500
Virginia Electric and Power Co.,
5.40%, Due 4/30/2018		350		388
Westar Energy, Inc.,
6.00%, Due 7/1/2014		175		193
Xcel Energy, Inc.,
5.613%, Due 4/1/2017		869		956
				12,616
Total Corporate Obligations (Cost $124,712)				133,225
NON-AGENCY MORTGAGE-BACKED OBLIGATIONS - 1.21%
Banc of America Commercial Mortgage, Inc.,
5.317%, Due 9/10/2047, 2006-5 A2		332		337
5.634%, Due 4/10/2049, 2007-2 A2		491		501
Bear Stearns Commercial Mortgage Securities,
5.201%, Due 12/11/2038, 2006-PWR14 A4		665		721
5.54%, Due 9/11/2041, 2006-PW13 A4		1,070		1,179
4.831%, Due 7/11/2042, 2004-PWR5 A4		510		530
Citigroup Commercial Mortgage Trust,
4.38%, Due 10/15/2041, 2004-C2 A3		552		556
Citigroup/Deutsche Bank Commercial Mortgage Trust,
5.886%, Due 11/15/2044, 2007-CD5 A4		930		1,030
GS Mortgage Securities Corp II,
4.607%, Due 7/10/2039, 2005-GG4 A3		350		357
3.679%, Due 8/10/2043, 2010-C1 A1D		386		396
3.849%, Due 12/10/2043, 2010-C2D		546		563
3.645%, Due 3/10/2044, 2011-GC3 A2		500		510
JP Morgan Chase Commercial Mortgage Securities Corp.,
4.678%, Due 7/15/2042, 2005-LDP2 A3A		314		324
3.853%, Due 6/15/2043, 2010-C1 A1D		688		713
4.388%, Due 2/16/2046, 2011-C3A A3D		550		566
4.625%, Due 3/15/2046, 2005-LDP1 A2		409		415
5.932%, Due 2/12/2049, 2007-CB19 A4		550		606
5.629%, Due 2/12/2051, 2007-CB20 A2		664		686
LB-UBS Commercial Mortgage Trust,
5.424%, Due 2/15/2040, 2007-C1 A4		500		543
Wachovia Bank Commercial Mortgage Trust,
5.927%, Due 6/15/2049, 2007-C32 A2		310		325
Total Non-Agency Mortgage-Backed Obligations (Cost $9,996)				10,858

See accompanying notes

17

American Beacon Balanced Fund
Schedule of Investments
April 30, 2011 (Unaudited)

	Par Amount		Value
			($000)
ASSET-BACKED SECURITIES - 0.88%			$	353
American Express Credit Account Master Trust,
5.35%, Due 1/15/2014, 2006-2 A		1,400		1,410
Citibank Credit Card Issuance Trust,
1.769%, Due 5/15/2014, 2009-A2 A2E		650		659
CNH Equipment Trust,
1.17%, Due 5/15/2015, 2010-C A3		520		521
Discover Card Master Trust,
1.519%, Due 2/17/2015, 2009-A2 AE		200		203
Ford Credit Auto Lease Trust,
1.04%, Due 3/15/2013, 2010-A A2D		227		227
Ford Credit Floorplan Master Owner Trust,
1.769%, Due 9/15/2014, 2009-2 AE		350		355
Harley-Davidson Motorcycle Trust,
1.87%, Due 2/15/2014, 2009-4 A3		350		352
Honda Auto Receivables Owner Trust,
3.30%, Due 9/15/2015, 2009-3 A4		470		487
Hyundai Auto Receivables Trust,
3.15%, Due 3/15/2016, 2009-A A4		270		281
John Deere Owner Trust,
2.59%, Due 10/15/2013, 2009-A A3		144		145
3.96%, Due 5/16/2016, 2009-A A4		265		274
Nissan Master Owner Trust Receivables,
1.369%, Due 1/15/2015, 2010-AA AD E		650		657
Volkswagen Auto Loan Enhanced Trust,
0.66%, Due 5/21/2012, 2010-1 A2		74		74
6.24%, Due 7/20/2015, 2008-2 A4A		400		424
World Omni Auto Receivables Trust,
1.11%, Due 5/15/2015, 2011-A A3		380		380
Total Asset-Backed Securities (Cost $7,764)				7,867
U.S. AGENCY MORTGAGE-BACKED OBLIGATIONS - 6.00%
Federal Home Loan Mortgage Corporation
4.50%, Due 3/1/2019		396		421
5.00%, Due 10/1/2020		156		168
4.50%, Due 5/1/2025		2,031		2,149
3.50%, Due 10/1/2025		1,098		1,114
4.00%, Due 3/15/2026		805		848
5.00%, Due 8/1/2033		858		911
5.50%, Due 2/1/2034		720		779
5.00%, Due 3/1/2034		652		692
6.00%, Due 6/1/2034		502		555
6.00%, Due 8/1/2034		398		439
5.00%, Due 8/1/2035		620		657
5.00%, Due 9/1/2035		1,224		1,297
6.00%, Due 8/1/2036		335		367
5.50%, Due 11/1/2036		587		632
5.50%, Due 4/1/2037		797		858
5.50%, Due 5/1/2037		402		433
6.00%, Due 9/1/2037		256		280
5.50%, Due 12/1/2037		678		731
6.00%, Due 3/1/2038		1,183		1,296
5.50%, Due 5/1/2038		337		363
5.50%, Due 10/1/2039		734		790
4.00%, Due 1/1/2041		1,491		1,483
4.50%, Due 2/1/2041		1,495		1,538
				18,801
Federal National Mortgage Association
5.50%, Due 2/1/2014	$	97	$	105
6.00%, Due 4/1/2016		126		137
5.00%, Due 12/1/2017		359		387
4.50%, Due 9/1/2018		240		256
4.00%, Due 8/1/2020		429		451
5.00%, Due 12/1/2023		281		300
4.50%, Due 4/1/2024		539		572
4.50%, Due 3/1/2025		534		566
4.50%, Due 5/1/2025		1,170		1,236
3.50%, Due 1/1/2026		393		399
5.00%, Due 3/1/2034		936		994
4.50%, Due 9/1/2034		452		469
5.50%, Due 12/1/2035		451		488
5.50%, Due 1/1/2036		514		556
5.00%, Due 2/1/2036		434		460
5.50%, Due 2/1/2036		421		455
5.00%, Due 3/1/2036		786		834
5.50%, Due 4/1/2036		562		607
6.00%, Due 9/1/2036		442		485
6.50%, Due 9/1/2036		941		1,062
5.50%, Due 12/1/2036		722		779
5.50%, Due 2/1/2037		726		783
5.50%, Due 8/1/2037		578		625
5.50%, Due 3/1/2038		1,182		1,273
5.00%, Due 6/1/2038		1,156		1,222
5.50%, Due 6/1/2038		1,541		1,661
6.00%, Due 9/1/2038		251		275
4.50%, Due 1/1/2040		1,821		1,877
5.00%, Due 7/1/2040		2,013		2,129
4.00%, Due 9/1/2040		1,414		1,410
5.00%, Due 1/1/2041		2,145		2,266
				25,119
Government National Mortgage Association
7.00%, Due 12/15/2025		189		217
6.50%, Due 8/15/2027		211		239
6.50%, Due 11/15/2027		218		248
7.50%, Due 12/15/2028		176		204
5.50%, Due 7/15/2033		543		595
6.00%, Due 12/15/2033		562		627
5.00%, Due 10/15/2039		3,025		3,260
5.50%, Due 2/20/2034		767		838
5.50%, Due 2/15/2040		1,189		1,295
4.50%, Due 10/20/2040		1,101		1,153
5.00%, Due 2/20/2041		1,070		1,148
				9,824
Total U.S. Agency Mortgage-Backed Obligations (Cost $51,547)				53,744
U.S. AGENCY OBLIGATIONS - 4.76%
Federal Home Loan Mortgage Corporation
4.50%, Due 1/15/2015		22,140		24,494
Federal National Mortgage Association
5.125%, Due 1/2/2014		645		708
4.625%, Due 10/15/2014		1,000		1,109
6.25%, Due 5/15/2029		12,200		14,840
				16,657

See accompanying notes

18

American Beacon Balanced Fund
Schedule of Investments
April 30, 2011 (Unaudited)

	Par Amount		Value
			($000)
Government National Mortgage Association
1.692%, Due 11/16/2035		347		347
2.989%, Due 3/16/2039		988		1,008
				1,437
Total U.S. Agency Obligations (Cost $37,905)				42,588
U.S. TREASURY OBLIGATIONS - 4.68%
U.S. Treasury Bonds
7.875%, Due 2/15/2021		1,200		1,667
6.25%, Due 8/15/2023		800		1,005
6.875%, Due 8/15/2025		580		773
5.25%, Due 11/15/2028		750		858
4.75%, Due 2/15/2037		130		138
4.50%, Due 8/15/2039		1,630		1,655
4.25%, Due 11/15/2040		3,885		3,777
				9,873
U.S. Treasury Notes
1.375%, Due 1/15/2013		2,480		2,517
2.625%, Due 7/31/2014		5,000		5,236
2.25%, Due 1/31/2015		1,600		1,650
2.50%, Due 4/30/2015		1,000		1,039
2.00%, Due 1/31/2016		3,600		3,621
3.00%, Due 9/30/2016		600		627
3.125%, Due 10/31/2016		4,500		4,723
4.25%, Due 8/15/2015		1,200		1,330
3.75%, Due 11/15/2018		2,500		2,663
3.625%, Due 2/15/2020		1,975		2,054
3.625%, Due 2/15/2021		6,380		6,552
				32,012
Total U.S. Treasury Obligations (Cost $40,736)				41,885

	Par Amount
MUNICIPAL OBLIGATIONS - 0.38%
Municipal Electric Authority of Georgia,
6.64%, Due 4/1/2057		1,920	1,827
6.66%, Due 4/1/2057		710	668
New Jersey State Turnpike Authority,
7.102%, Due 1/1/2041		790	890
Total Municipal Obligations (Cost $3,407)			3,385

	Shares
SHORT-TERM INVESTMENTS - 4.62%
JPMorgan U.S. Government Money Market Fund		20,398,562	20,399

	Par Amount
United States Treasury Bill,
0.193%, Due 8/25/2011		5,900		5,896
United States Treasury Bill,
0.01%, Due 3/8/2012		15,120		15,089
Total Short-Term Investments (Cost $41,384)				41,384
TOTAL INVESTMENTS - 99.32% (Cost $796,243)				889,447
OTHER ASSETS, NET OF LIABILITIES - 0.68%				6,113
TOTAL NET ASSETS - 100.00%			$	895,560

A	Non-income producing security.
B	ADR — American Depositary Receipt.
C	REIT
D	Security exempt from registration under the Securities Act of 1933. These securities may be resold to qualified institutional buyers pursuant to Rule 144A. At the period end, the value of these securities amounted to $13,029 or 1.46% of net assets. The Fund has no right to demand registration of these securities.
E	The coupon rate shown on floating or adjustable rate securities represents the rate at period end. The due date on these types of securities reflects the final maturity date.

19

American Beacon Balanced Fund
Schedule of Investments
April 30, 2011 (Unaudited)

Futures Contracts
  (dollars in thousands)

						Unrealized
	Number of					Appreciation/
	Contracts		Expiration Date	Value		(Depreciation)
S&P 500 Mini E Index Future		294	June, 2011		19,988		802
					19,988		802

See accompanying notes

20

American Beacon Large Cap Growth Fund
Schedule of Investments
April 30, 2011 (Unaudited)

	Shares		Value
				($000)
COMMON STOCK - 96.19%
CONSUMER DISCRETIONARY - 15.77%
Auto Components - 0.54%
BorgWarner, Inc.		6,800	$	525
Automobiles - 0.50%
Ford Motor Co.		31,100		481
Hotels, Restaurants & Leisure - 3.29%
Ctrip.com International Ltd., ADRA		9,600		468
Darden Restaurants, Inc.		15,404		724
Las Vegas Sands Corp.B		15,500		729
The Cheesecake Factory IncB		25,377		746
Yum! Brands, Inc.		9,400		504
				3,171
Household Durables - 0.88%
Whirlpool Corp.		9,829		847
Internet & Catalog Retail - 2.36%
Amazon.com, Inc.B		5,850		1,150
priceline.com, Inc.B		2,050		1,121
				2,271
Media - 1.22%
Scripps Networks Interactive, Inc.		9,200		473
The Walt Disney Co.		16,300		703
				1,176
Multiline Retail - 0.96%
Costco Wholesale Corp.		6,000		485
Dollar General Corp.B		13,400		437
				922
Specialty Retail - 5.15%
AutoZone, Inc.B		2,885		815
Dollar Tree, Inc.B		16,003		920
Ltd Brands, Inc.		25,551		1,051
O’Reilly Automotive, Inc.B		8,850		523
PetSmart, Inc.		18,911		797
Ross Stores, Inc.		11,611		856
				4,962
Textiles & Apparel - 0.87%
Coach, Inc.		13,943		834
Total Consumer Discretionary				15,189
CONSUMER STAPLES - 1.93%
Food & Drug Retailing - 0.85%
Walgreen Co.		19,162		819
Food Products - 0.49%
Green Mountain Coffee Roasters, Inc.B		7,000		469
Personal Products - 0.59%
The Estee Lauder Cos Inc.		5,900		572
Total Consumer Staples				1,860
ENERGY - 6.99%
Energy Equipment & Services - 3.58%
FMC Technologies, Inc.B		20,000		930
Halliburton Co.		9,600		485
Helmerich & Payne, Inc.		12,753		846
Schlumberger Ltd.		13,200		1,184
				3,445
Oil & Gas - 3.41%
Concho Resources, Inc.B		4,500		481
Occidental Petroleum Corp.		17,137		1,958
Peabody Energy Corp.		12,672		847
				3,286
Total Energy				6,731
FINANCIALS - 6.58%
Diversified Financials - 5.78%
American Express Co.		16,743		822
Ameriprise Financial, Inc.		13,575		842
CME Group, Inc.		1,500		444
Franklin Resources, Inc.		5,300		684
IntercontinentalExchange, Inc.B		3,550		427
JPMorgan Chase & Co.		16,000		730
TD Ameritrade Holding Corp.		20,800		448
The Charles Schwab Corp.		25,000		458
The Goldman Sachs Group Inc.		4,700		710
				5,565
Real Estate - 0.80%
CB Richard Ellis Group, Inc.B		29,000		775
Total Financials				6,340
HEALTH CARE - 8.51%
Biotechnology - 0.78%
Gilead Sciences, Inc.B		19,301		750
Health Care Equipment & Supplies - 1.09%
Edwards Lifesciences Corp.B		2,900		250
Intuitive Surgical, Inc.B		1,000		350
Varian Medical Systems, Inc.		6,400		449
				1,049
Health Care Providers & Services - 5.31%
AmerisourceBergen Corp.		22,379		909
Cardinal Health, Inc.		20,439		893
Express Scripts, Inc.B		36,269		2,058
UnitedHealth Group, Inc.		25,409		1,251
				5,111
Pharmaceuticals - 1.33%
Mylan, Inc.B		18,600		464
Perrigo Co.		1,550		140
Shire plc, ADRA		7,300		680
				1,284
Total Health Care				8,194
INDUSTRIALS - 18.96%
Aerospace & Defense - 1.46%
Goodrich Corp.		5,500		486
United Technologies Corp.		10,300		923
				1,409
Air Freight & Couriers - 0.54%
CH Robinson Worldwide, Inc.		6,500		521

See accompanying notes

21

American Beacon Large Cap Growth Fund
Schedule of Investments
April 30, 2011 (Unaudited)

	Shares		Value
				($000)
Construction & Engineering - 0.83%
Fluor Corp.		11,400	$	797
Industrial Conglomerates - 2.65%
General Electric Co.		38,640		790
Honeywell International, Inc.		14,315		877
KBR, Inc.		23,146		888
				2,555
Machinery - 10.24%
Caterpillar, Inc.		7,395		853
Cummins, Inc.		7,791		936
Danaher Corp.		23,300		1,287
Deere & Co.		18,614		1,816
Dover Corp.		12,660		861
Eaton Corp.		15,678		839
Illinois Tool Works, Inc.		13,800		806
Joy Global, Inc.		8,704		879
Oshkosh Corp.		22,840		723
Parker Hannifin Corp.		9,119		860
				9,860
Road & Rail - 2.31%
Union Pacific Corp.		21,525		2,227
Trading Companies & Distributors - 0.93%
WW Grainger, Inc.		5,883		892
Total Industrials				18,261
INFORMATION TECHNOLOGY - 32.33%
Communications Equipment - 1.20%
Cisco Systems, Inc.		44,215		776
Juniper Networks, Inc.B		9,800		376
				1,152
Computers & Peripherals - 11.94%
Apple, Inc.		8,620		3,001
Dell, Inc.B		52,497		814
EMC Corp/Massachusetts		76,785		2,176
Hewlett-Packard Co.		16,546		668
International Business Machines Corp.		5,116		873
Lexmark International, Inc.B		20,947		676
NetApp, Inc.B		9,600		499
SanDisk Corp.B		18,156		892
Teradata Corp.B		17,039		953
Western Digital Corp.B		24,084		959
				11,511
Internet Software & Services - 2.99%
Baidu Inc/China, ADRA B		5,050		750
Google, Inc.B		3,059		1,664
VeriSign, Inc.		12,500		462
				2,876
IT Consulting & Services - 2.82%
Cognizant Technology Solutions Corp.B		24,000		1,989
Visa, Inc.		9,250		723
				2,712
Semiconductor Equipment & Products - 6.80%
Altera Corp.		31,331		1,526
Intel Corp.		34,521		801
QLogic Corp.B		45,227		813
QUALCOMM, Inc.		25,600		1,455
Skyworks Solutions, Inc.		21,852		687
Texas Instruments, Inc.		35,930		1,277
				6,559
Software - 6.58%
Autodesk, Inc.		14,700		661
Cerner Corp.B		4,300		517
Citrix Systems, Inc.B		9,200		776
Intuit, Inc.B		9,300		517
Microsoft Corp.		27,145		706
Oracle Corp.		63,226		2,279
Salesforce.com, Inc.B		4,400		610
VMware, Inc.B		2,900		277
				6,343
Total Information Technology				31,153
MATERIALS - 4.39%
Chemicals - 1.42%
Albemarle Corp.		13,992		987
Ecolab, Inc.		7,150		377
				1,364
Metals & Mining - 2.97%
Cliffs Natural Resources, Inc.		6,160		577
Freeport-McMoRan Copper & Gold, Inc.		15,254		840
Walter Energy, Inc.		10,501		1,452
				2,869
Total Materials				4,233
TELECOMMUNICATION SERVICES - 0.73%
American Tower Corp.		13,400		701
Total Common Stock (Cost $67,743)				92,662
SHORT-TERM INVESTMENTS - 3.14% (Cost $3,024)
JPMorgan U.S. Government Money Market Fund		3,024,233		3,024
TOTAL INVESTMENTS - 99.33% (Cost $70,767)				95,686
OTHER ASSETS, NET OF LIABILITIES - 0.67%				648
TOTAL NET ASSETS - 100.00%			$	96,334

Percentages are stated as a percent of net assets.

A	ADR — American Depositary Receipt.
B	Non-income producing security.

See accompanying notes

22

American Beacon Large Cap Growth Fund
Schedule of Investments
April 30, 2011 (Unaudited)

Futures Contracts
  (dollars in thousands)

						Unrealized
	Number of					Appreciation/
	Contracts		Expiration Date	Value		(Depreciation)
S&P 500 Mini E Index Future		48	June, 2011		3,263		107
					3,263		107

See accompanying notes

23

American Beacon Mid-Cap Value Fund
Schedule of Investments
April 30, 2011 (Unaudited)

	Shares		Value
				($000	)
COMMON STOCK - 93.60%
CONSUMER DISCRETIONARY - 12.21%
Hotels, Restaurants & Leisure - 2.14%
International Game Technology		85,200	$	1,507
Royal Caribbean Cruises Ltd.		26,900		1,071
				2,578
Household Durables - 2.84%
Fortune Brands, Inc.		16,400		1,067
Newell Rubbermaid, Inc.		28,000		534
Sealy Corp.		93,775		248
Stanley Black & Decker, Inc.		21,600		1,569
				3,418
Media - 1.72%
Omnicom Group, Inc.		42,150		2,073
Multiline Retail - 1.36%
JC Penney Co., Inc.		42,775		1,645
Specialty Retail - 4.15%
Hanesbrands, Inc.A		48,600		1,580
Ltd Brands, Inc.		29,200		1,202
Rent-A-Center, Inc.		38,850		1,183
The Sherwin-Williams Co.		12,675		1,043
				5,008
Total Consumer Discretionary				14,722
CONSUMER STAPLES - 3.09%
Personal Products - 0.98%
Avon Products, Inc.		40,175		1,180
Tobacco - 2.11%
Lorillard, Inc.		12,000		1,279
Reynolds American, Inc.		34,100		1,265
				2,544
Total Consumer Staples				3,724
ENERGY - 3.41%
Murphy Oil Corp.		19,800		1,534
Seadrill Ltd.		45,800		1,633
Spectra Energy Corp.		32,500		944
Total Energy				4,111
FINANCIALS - 26.76%
Banks - 6.51%
Comerica, Inc.		22,675		860
Fifth Third Bancorp		178,950		2,374
KeyCorp.		122,000		1,058
New York Community Bancorp, Inc.		56,600		940
PNC Financial Services Group, Inc.		24,800		1,546
Regions Financial Corp.		145,250		1,066
				7,844
Diversified Financials - 6.08%
Ameriprise Financial, Inc.		20,900		1,297
Capital One Financial Corp.		33,600		1,839
Discover Financial Services		70,500		1,751
SLM Corp.		73,400		1,218
The Western Union Co.		57,700		1,226
				7,331
Insurance - 10.99%
Axis Capital Holdings Ltd.		47,875		1,693
Chubb Corp.		9,300		606
Delphi Financial Group, Inc.		56,500		1,805
Protective Life Corp.		57,425		1,545
RenaissanceRe Holdings Ltd.		24,425		1,717
Torchmark Corp.		26,675		1,785
Validus Holdings Ltd.		37,607		1,224
Willis Group Holdings plc		40,400		1,669
XL Group plc		49,600		1,211
				13,255
Real Estate - 3.18%
Annaly Capital Management, Inc.B		42,200		753
Essex Property Trust, Inc.		8,700		1,179
Hospitality Properties TrustB		78,725		1,901
				3,833
Total Financials				32,263
HEALTH CARE - 11.35%
Health Care Equipment & Supplies - 3.55%
Becton Dickinson and Co.		13,800		1,186
Immucor, Inc.A		56,225		1,227
Zimmer Holdings, Inc.A		28,625		1,868
				4,281
Health Care Providers & Services - 6.33%
Aetna, Inc.		41,100		1,701
Cardinal Health, Inc.		31,500		1,376
CIGNA Corp.		28,900		1,353
Coventry Health Care, Inc.A		52,300		1,688
Omnicare, Inc.		48,100		1,511
				7,629
Pharmaceuticals - 1.47%
Forest Laboratories, Inc.A		53,425		1,772
Total Health Care				13,682
INDUSTRIALS - 18.93%
Aerospace & Defense - 6.61%
Curtiss-Wright Corp.		49,575		1,648
Goodrich Corp.		11,700		1,034
L-3 Communications Holdings, Inc.		43,550		3,492
Spirit Aerosystems Holdings, Inc.A		72,875		1,793
				7,967
Building Products - 2.02%
Masco Corp.		181,050		2,430
Commercial Services & Supplies - 2.75%
Apollo Group, Inc.A		21,850		875
Con-way, Inc.		41,850		1,628
Dun & Bradstreet Corp.		9,900		814
				3,317
Electrical Equipment - 4.88%
Brady Corp.		58,350		2,201
Molex, Inc.		68,900		1,860
TE Connectivity Ltd.		50,800		1,821
				5,882
Machinery - 2.67%
Eaton Corp.		20,200		1,081
ITT Corp.		16,100		930

See accompanying notes

24

American Beacon Mid-Cap Value Fund
Schedule of Investments
April 30, 2011 (Unaudited)

	Shares		Value
				($000	)
SPX Corp.		14,000	$	1,211
				3,222
Total Industrials				22,818
INFORMATION TECHNOLOGY - 7.10%
Electronic Equipment & Instruments - 2.39%
Avnet, Inc.		51,525		1,871
Ingram Micro, Inc.A		53,350		999
				2,870
IT Consulting & Services - 0.90%
Computer Sciences Corp.		21,400		1,091
Office Electronics - 1.22%
Xerox Corp.		145,400		1,467
Semiconductor Equipment & Products - 1.23%
Microchip Technology, Inc.		36,200		1,486
Software - 1.36%
CA, Inc.		66,800		1,643
Total Information Technology				8,557
MATERIALS - 4.27%
Chemicals - 1.35%
PPG Industries, Inc.		17,225		1,631
Containers & Packaging - 2.92%
Jarden Corp.		48,725		1,773
Sealed Air Corp.		67,600		1,742
				3,515
Total Materials				5,146
UTILITIES - 6.48%
Electric Utilities - 5.07%
CenterPoint Energy, Inc.		74,100		1,378
Edison International		29,725		1,167
Entergy Corp.		21,225		1,481
Pinnacle West Capital Corp.		22,700		985
Xcel Energy, Inc.		45,300		1,102
				6,113
Gas Utilities - 1.41%
MDU Resources Group, Inc.		44,450		1,062
Oneok, Inc.		9,200		643
				1,705
Total Utilities				7,818
Total Common Stock (Cost $89,436)				112,841
PREFERRED STOCK - 0.63% (Cost $940)
CONSUMER DISCRETIONARY - 0.63%
Sealy Corp.A		9,571		762
SHORT-TERM INVESTMENTS - 7.12% (Cost $8,586)
JPMorgan U.S. Government Money Market Fund		8,586,292		8,586
TOTAL INVESTMENTS - 101.35% (Cost $98,962)				122,189
LIABILITIES, NET OF OTHER ASSETS — (1.35%)				(1,632	)
TOTAL NET ASSETS - 100.00%			$	120,557

Percentages are stated as a percent of net assets.

A	Non-income producing security.
B	REIT

See accompanying notes

25

American Beacon Mid-Cap Value Fund
Schedule of Investments
April 30, 2011 (Unaudited)

Futures Contracts
   (dollars in thousands)

						Unrealized
	Number of					Appreciation/
	Contracts		Expiration Date	Value		(Depreciation)
S&P Midcap 400 Mini E Index Future		9,100	June, 2011		9,223		194
					9,223		194

See accompanying notes

26

American Beacon Funds
Statements of Assets and Liabilities
April 30, 2011 (Unaudited)(in thousands except share and per share amounts)

	Balanced			Large Cap			Mid-Cap
	Fund			Growth Fund			Value Fund
Assets:
Investments in unaffiliated securities, at value A.	$	889,447		$	95,686		$	122,189
Cash		9			—			1
Deposit with brokers for futures contracts		1,341			221			570
Receivable for investments sold		1,482			315			260
Dividends and interest receivable		3,454			41			98
Receivable for fund shares sold		1,354			587			234
Receivable for tax reclaims		37			—			—
Receivable for expense reimbursement (Note 2)		—			—			6
Receivable for variation margin on open futures contracts.		72			12			36
Prepaid expenses		54			66			89
Total assets		897,250			96,928			123,483
Liabilities:
Payable for investments purchased		1,242			534			2,663
Payable for fund shares redeemed		91			—			172
Management and investment advisory fees payable (Note 2)		188			39			54
Administrative service and service fees payable (Note 2)		81			4			15
Professional fees payable		26			11			11
Trustee fees payable		12			1			2
Prospectus and shareholder reports		15			—			—
Other liabilities		35			5			9
Total liabilities		1,690			594			2,926
Net Assets	$	895,560		$	96,334		$	120,557
Analysis of Net Assets:
Paid-in-capital		866,322			89,356			111,178
Undistributed net investment income		(1,202	)		(5	)		290
Accumulated net realized (loss)		(63,567	)		(18,042	)		(14,332	)
Unrealized appreciation of investments, futures contracts, and foreign currency		94,007			25,025			23,421
Net assets	$	895,560		$	96,334		$	120,557
Shares outstanding (no par value):
Institutional Class		2,553,559			33,545			4,005,582
Y Class		30,185			3,768			1,314
Investor Class		7,045,266			N/A			678,501
Advisor Class		439,669			N/A			6,365
AMR Class		58,850,202			13,770,550			6,337,522
A Class		26,355			72,976			11,636
C Class		15,255			194			121
Net asset value, offering and redemption price per share:
Institutional Class	$	13.66		$	6.89		$	10.92
Y Class	$	13.69		$	6.88		$	10.92
Investor Class	$	12.64			N/A		$	10.91
Advisor Class	$	13.11			N/A		$	10.75
AMR Class	$	13.00		$	6.94		$	10.92
A Class (net asset value and redemption price)	$	12.76		$	6.86		$	10.82
A Class (offering price)	$	13.54		$	7.28		$	11.48
C Class	$	12.82		$	6.85		$	10.81
A Cost of investments in unaffiliated securities	$	796,243		$	70,767		$	98,962

See accompanying notes

27

American Beacon Funds
Statements of Operations
Six Months ended April 30, 2011 (in thousands) (Unaudited)

				Large Cap
	Balanced			Growth			Mid-Cap
	Fund			Fund			Value Fund
Investment Income:
Dividend income from unaffiliated securities (net of foreign taxes) A	$	6,771		$	399		$	1,182
Dividend income from affiliated securities		1			—			—
Interest income		6,536			—			—
Total investment income		13,308			399			1,182
Expenses:
Management and investment advisory fees (Note 2)		995			238			322
Administrative service fees (Note 2):
Institutional Class		52			—			44
Investor Class		130			—			22
Advisor Class		9			—			—
A Class		—			1			—
AMR Class		189			22			17
Transfer agent fees:
Institutional Class		1			—			6
Y Class		—			2			2
Investor Class		4			—			1
AMR Class		20			4			3
A Class		—			1			2
C Class		—			2			2
Custody and fund accounting fees		51			5			6
Professional fees		28			15			15
Registration fees and expenses		44			14			29
Service fees (Note 2):
Investor Class		144			—			18
Advisor Class		8			—			—
Distribution fees (Note 2):
Advisor Class		8			—			—
C Class		1			—			—
Prospectus and shareholder reports		8			4			5
Trustee fees		31			3			4
Other expenses		46			5			11
Total expenses		1,769			316			509
Net (fees waived and expenses reimbursed) (Note 2)		—			(4	)		(22	)
Net expenses		1,769			312			487
Net investment income		11,539			87			695
Realized and unrealized gain (loss) on investments:
Net realized gain (loss) from:
Investments		26,266			5,782			5,018
Commission recapture (Note 1)		14			1			4
Futures contracts		4,848			670			1,296
Change in net unrealized appreciation or depreciation of:
Investments		40,235			8,528			12,165
Futures contracts		(611	)		(10	)		(223	)
Net gain on investments		70,752			14,971			18,260
Net increase in net assets resulting from operations	$	82,291		$	15,058		$	18,955
A Foreign taxes	$	23		$	1		$	—

See accompanying notes

28

American Beacon Funds
Statement of Changes in Net Assets (in thousands)

	Balanced Fund						Large Cap Growth Fund						Mid-Cap Value Fund
	Six Months						Six Months			Year			Six Months
	Ended			Year Ended			Ended			Ended			Ended			Year Ended
	April 30,			October 31,			April 30,			October			April 30,			October 31,
	2011			2010			2011			31, 2010			2011			2010
	(unaudited)						(unaudited)						(unaudited)
Increase (Decrease) in Net Assets:
Operations:
Net investment income	$	11,539		$	24,341		$	87		$	143		$	695		$	967
Net realized gain on investments, futures contracts, and foreign currency transactions		31,128			27,481			6,453			4,153			6,318			1,543
Change in net unrealized appreciation or depreciation of investments, futures contracts, and foreign currency translations		39,624			48,535			8,518			8,876			11,942			15,705
Net increase in net assets resulting from operations		82,291			100,357			15,058			13,172			18,955			18,214
Distributions to Shareholders:
Net investment income:
Institutional Class		(457	)		(1,651	)		—			—			(30	)		(15	)
Y Class		(5	)		—			—			—			—			—
Investor Class		(846	)		(4,637	)		—			—			(343	)		(161	)
Advisor Class		(55	)		(314	)		—			—			(1	)		—
AMR Class		(10,904	)		(42,865	)		(167	)		(342	)		(753	)		(561	)
A Class		(2	)		—			—			—			—			—
C Class		(2	)		—			—			—			—			—
Net distributions to shareholders		(12,271	)		(49,467	)		(167	)		(342	)		(1,127	)		(737	)
Capital Share Transactions:
Proceeds from sales of shares		30,336			75,404			12,917			46,887			54,917			42,825
Reinvestment of dividends and distributions		12,233			49,350			167			342			1,127			736
Cost of shares redeemed		(89,577	)		(115,828	)		(28,774	)		(34,211	)		(55,454	)		(38,192	)
Redemption fees		—			—			—			—			28			88
Net increase (decrease) in net assets from capital share transactions		(47,008	)		8,926			(15,690	)		13,019			618			5,457
Net increase (decrease) in net assets		23,012			59,816			(799	)		25,849			18,446			22,934
Net Assets:
Beginning of period		872,548			812,732			97,133			71,284			102,111			79,177
End of Period *	$	895,560		$	872,548		$	96,334		$	97,133		$	120,557		$	102,111
*Includes undistributed net investment income (loss) of	$	(1,202	)	$	(724	)	$	(5	)	$	75		$	290		$	722

See accompanying notes

29

American Beacon Funds
Notes to Financial Statements
April 30, 2011 (Unaudited)

1. Organization and Significant Accounting Policies

     American Beacon Funds (the “Trust”), which is comprise of 19 Funds, is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, (the “Act”) as a diversified, open-end management investment company. These financial statements and notes to the financial statements relate to the American Beacon Balanced Fund, the American Beacon Large Cap Growth Fund, and the American Beacon Mid-Cap Value Fund (each a “Fund” and collectively, the “Funds”), each a series of the Trust.

     American Beacon Advisors, Inc. (the “Manager”), is a wholly-owned subsidiary of Lighthouse Holdings, Inc., and was organized in 1986 to provide business management, advisory, administrative and asset management consulting services to the Trust and other investors.

Class Disclosure

     Each Fund has multiple classes of shares designed to meet the needs of different groups of investors; however, not all Funds offer all classes. The following table sets forth the differences amongst the classes:

Class:	Offered to:
Institutional Class	Investors making an initial investment of $250,000
Y Class	Investors making an initial investment of $100,000
Investor Class	General public and investors investing through an intermediary
Advisor Class	Investors investing through an intermediary
A Class	General public and investors investing through an intermediary with applicable sales charges
C Class	General public and investors investing through an intermediary with applicable sales charges
AMR Class	Investors in the tax-exempt retirement and benefit plans of the Manager, AMR Corporation and its affiliates

     Administrative service fees, service fees and distribution fees vary amongst the classes as described more fully in footnote 2.

Security Valuation

     Investments are valued at the close of the New York Stock Exchange (the “Exchange”), normally 4 p.m. ET, each day that the Exchange is open for business. Equity securities for which market quotations are available are valued at the last sale price or official closing price (closing bid price or last evaluated quote if no sale has occurred) on the primary market or exchange on which they trade.

     Debt securities (other than short-term securities) normally are valued on the basis of prices provided by an independent pricing service and may take into account appropriate factors such as institution-size trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other market data. Prices of debt securities may be determined using quotes obtained from brokers.

     Investments in mutual funds are valued at the closing net asset value per share of the mutual fund on the day of valuation. Investment grade short-term obligations with 60 days or less to maturity are valued using the amortized cost method, which approximates fair value.

     Securities for which market prices are not readily available or are not reflective of the fair value of the security, as determined by the Manager, will be priced at fair value following procedures approved by the Board of Trustees (the “Board”).

     Futures are valued based upon the last sale price at the close of market on the principal exchange on which they are traded.

30

American Beacon Funds
Notes to Financial Statements
April 30, 2011 (Unaudited)

Valuation Inputs

     Various inputs may be used to determine the value of the Funds’ investments. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.

Level 1 — Quoted prices in active markets for identical securities.

Level 2 — Prices determined using other significant observable inputs. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, and others. Level 2 securities are fixed-income securities that are valued using observable inputs as stated above.

Level 3 — Prices determined using other significant unobservable inputs. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

     The Funds’ investments are summarized by level based on the inputs used to determine their values. During the period, there were no significant transfers between levels for the Funds. As of April 30, 2011 the investments were classified as described below: (in thousands)

Balanced Fund	Level 1		Level 2		Level 3		Total
Common Stock	$	551,403		—		—	$	551,403
Corporate Obligations		—		133,225		—		133,225
Non-Agency Mortgage Backed Obligations.		—		10,858		—		10,858
Asset Backed Securities		—		7,867		—		7,867
U.S. Agency Mortgage Backed Obligations		—		53,744		—		53,744
U.S. Agency Obligations		—		42,588		—		42,588
U.S. Treasury Obligations		—		41,885		—		41,885
Preferred Stock		3,108		—		—		3,108
Municipal Obligations		—		3,385		—		3,385
Short-Term Investments		41,384		—		—		41,384
Total Investments in Securities	$	595,895	$	293,552	$	—	$	889,447
Futures Contracts	$	802		—		—	$	802

Large Cap Growth Fund	Level 1		Level 2		Level 3		Total
Common Stock	$	92,662	$	—	$	—	$	92,662
Short-Term Investments		3,024		—		—		3,024
Total Investments in Securities	$	95,686	$	—	$	—	$	95,686
Futures Contracts	$	107		—		—	$	107

Mid-Cap Value Fund	Level 1		Level 2		Level 3		Total
Common Stock		112,841		—		—		112,841
Preferred Stock		762		—		—		762
Short-Term Investments		8,586		—		—		8,586
Total Investments in Securities	$	122,189	$	—	$	—	$	122,189
Futures Contracts		194		—		—		194

Security Transactions and Investment Income

     Security transactions are recorded on the trade date of the security purchase or sale. The Funds may purchase securities with delivery or payment to occur at a later date. At the time the Funds enter into a commitment to purchase a security, the transaction is recorded and the value of the security is reflected in the net asset value. The value of the security may vary with market fluctuations.

31

American Beacon Funds
Notes to Financial Statements
April 30, 2011 (Unaudited)

     Dividend income, net of foreign taxes, is recorded on the ex-dividend date except certain dividends from foreign securities which are recorded as soon as the information is available to the Funds. Interest income is earned from settlement date, recorded on the accrual basis, and adjusted, if necessary, for accretion of discounts and amortization of premiums. For financial and tax reporting purposes, realized gains and losses are determined on the basis of specific lot identification.

Futures Contracts

     Futures contracts are contracts to buy or sell a standard quantity of securities at a specified price on a future date. The Funds may enter into financial futures contracts as a method for keeping assets readily convertible to cash if needed to meet shareholder redemptions or for other needs while maintaining exposure to the stock or bond market, as applicable. The primary risks associated with the use of futures contracts are the possibility of illiquid markets or imperfect correlation between the values of the contracts and the underlying securities, or that the counterparty will fail to perform its obligations.

     Upon entering into a futures contract, the Fund is required to set aside or deposit with a broker an amount, termed the initial margin, which typically represents 5% of the face value of the futures contract. The Funds reflect this amount on the Schedules of Investments as a U.S. Treasury Bill held as collateral for futures contracts or as a Deposit with broker for futures contracts on the Statements of Assets and Liabilities. Payments to and from the broker, known as variation margin, are required to be made on a daily basis as the price of the futures contract fluctuates. Changes in initial settlement values are accounted for as unrealized appreciation (depreciation) until the contracts are terminated, at which time realized gains and losses are recognized. Futures contracts are valued at the most recent settlement price established each day by the exchange on which they are traded.

Balanced
Values of Derivative Instruments not accounted for as hedging instruments as of April 30, 2011 (in thousands)

	Liability
Statement of Assets and Liabilities	Derivatives	Total
Unrealized appreciation of investments, futures contracts, and foreign currency	Equity Contracts*	$	802

Effect of derivative instruments not accounted for as hedging instruments during the six months ended April 30, 2011 (in thousands)

Statement of Operations	Derivative	Total
Net realized gain (loss) from futures contracts	Equity Contracts	$	4,848
Change in net unrealized appreciation or depreciation of futures contracts	Equity Contracts		(611	)

Large Cap Growth
Values of Derivative Instruments not accounted for as hedging instruments as of April 30, 2011 (in thousands)

	Liability
Statement of Assets and Liabilities	Derivatives	Total
Unrealized appreciation of investments, futures contracts, and foreign currency	Equity Contracts*	$	107

Effect of derivative instruments not accounted for as hedging instruments during the six months ended April 30, 2011 (in thousands)

Statement of Operations	Derivative	Total
Net realized gain (loss) from futures contracts	Equity Contracts	$	670
Change in net unrealized appreciation or depreciation of futures contracts	Equity Contracts		(10	)

Mid-Cap Value
Values of Derivative Instruments not accounted for as hedging instruments as of April 30, 2011 (in thousands)

	Liability
Statement of Assets and Liabilities	Derivatives	Total
Unrealized appreciation of investments, futures contracts, and foreign currency	Equity Contracts*	$	194

32

American Beacon Funds
Notes to Financial Statements
April 30, 2011 (Unaudited)

Effect of derivative instruments not accounted for as hedging instruments during the six months ended April 30, 2011 (in thousands)

Statement of Operations	Derivative	Total
Net realized gain (loss) from futures contracts	Equity Contracts	$	1,296
Change in net unrealized appreciation or depreciation of futures contracts	Equity Contracts		(223	)

* Includes cumulative appreciation/depreciation of futures contracts as reported in the Schedule of Investments footnotes. Only current day’s variation margin is reported within the Statements of Assets and Liabilities.

Dividends to Shareholders

     Dividends from net investment income of the Balanced Fund normally will be declared and paid quarterly. Dividends from net investment income of the Large Cap Growth and Mid-Cap Value Funds normally will be declared and paid at least annually. Distributions, if any, of net realized capital gains are generally paid at least annually and recorded on the ex-dividend date.

Commission Recapture

     The Funds have established brokerage commission recapture arrangements with certain brokers or dealers. If a Fund’s investment advisor chooses to execute a transaction through a participating broker, the broker rebates a portion of the commission back to the Fund. Any collateral benefit received through participation in the commission recapture program is directed exclusively to the Fund. These amounts are reported with the net realized gains in the Fund’s Statements of Operations.

Allocation of Income, Expenses, Gains and Losses

     Income, expenses (other than those attributable to a specific class), gains and losses are allocated daily to each class of shares based upon the relative proportion of net assets represented by such class. Operating expenses directly attributable to a specific class are charged against the operations of that class.

Use of Estimates

     The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ from those estimated.

Redemption Fees

     The AMR Class of the Mid-Cap Value Fund imposes a 2% redemption fee on certain shares held for less than 180 days. The fee is deducted from the redemption proceeds and is intended to offset the trading costs, market impact and other costs associated with short-term trading activity in the Funds. The “first-in, first-out” method is used to determine the holding period. The fee is allocated to all classes of each Fund pro-rata based on their respective net assets.

Other

     Under the Trust’s organizational documents, its officers and directors are indemnified against certain liability arising out of the performance of their duties to the Trust. In the normal course of business, the Trust enters into contracts that provide indemnification to the other party or parties against potential costs or liabilities. The Trust’s maximum exposure under these arrangements is dependent on claims that may be made in the future and, therefore, cannot be estimated. The Trust has had no prior claims or losses pursuant to any such agreement.

33

American Beacon Funds
Notes to Financial Statements
April 30, 2011 (Unaudited)

2. Transactions with Affiliates

Management Agreement

     The Trust and the Manager are parties to a Management Agreement that obligates the Manager to provide or oversee the provision of all investment advisory, fund management and securities lending services. Investment assets of the Funds are managed by one or more investment advisors which have entered into separate investment advisory agreements with the Manager. Investment assets of Funds are managed by multiple investment advisors which have entered into separate investment advisory agreements with the Manager. As compensation for performing the duties required under the Management Agreement, the Manager receives from the Funds an annualized fee equal to 0.05% of the average daily net assets plus amounts paid by the Manager to the unaffiliated investment advisors hired by the Manager to direct investment activities of the Funds. Management fees paid during the six months ended April 30, 2011 were as follows (dollars in thousands):

						Amounts paid		Net Amounts
	Management			Management		to Investment		Retained by
	Fee Rate			Fee		Advisors		Manager
Balanced		0.175%-0.65	%	$	995	$	774	$	221
Large Cap Growth		0.30%-0.60	%		238		215		23
Mid-Cap Value		0.35%-0.90	%		322		295		27

Administrative Services Agreement

     The Manager and the Trust entered into an Administrative Services Agreement which obligates the Manager to provide or oversee administrative services to the Funds. As compensation for performing the duties required under the Administrative Services Agreement, the Manager receives an annualized fee of 0.40% of the average daily net assets of the A and C Classes, 0.30% of the average daily net assets of the Institutional, Y, Investor, and Advisor Classes, and 0.05% of the average daily net assets of the AMR Class of each of the Funds. Administrative fees for the Y and C Classes for the six months ended April 30, 2011 were less than $500.

Distribution Plans

     The Trust, except for the Advisor, A and C Classes of the Funds, has adopted a “defensive” Distribution Plan (the “Plan”) in accordance with Rule 12b-1 under the Act, pursuant to which no fees may be charged to the Funds for distribution purposes. However, the Plan authorizes the management and administrative service fees received by the Manager and the investment advisors hired by the Manager to be used for distribution purposes. Under this Plan, the Trust does not intend to compensate the Manager or any other party, either directly or indirectly, for the distribution of Trust shares.

     Separate Distribution Plans (the “Distribution Plans”) have been adopted pursuant to Rule 12b-1 under the Act for the Advisor, A and C Classes of the Funds. Under the Distribution Plans, as compensation for distribution assistance, the Manager receives an annual fee of 0.25% of the average daily net assets of the Advisor and A Classes and 1.00% of the average daily net assets of the C Class. The fee will be payable without regard to whether the amount of the fee is more or less than the actual expenses incurred in a particular month by the Manager for distribution assistance. Distribution fees for the A Classes for the six months ended April 30, 2011 were less than $500.

Service Plans

     The Manager and the Trust entered into Service Plans that obligate the Manager to oversee additional shareholder servicing of the Investor, Y, Advisor, A, and C Classes. As compensation for performing the duties required under the Service Plans, the Manager receives 0.10% of the average daily net assets of the Y Class, 0.15% of the average daily net assets of the A and C Classes, 0.25% of the average daily net assets of the

34

American Beacon Funds
Notes to Financial Statements
April 30, 2011 (Unaudited)

Advisor Class and up to 0.375% of the average daily net assets of the Investor Class of each Fund. Service fees for the Y, A, and C Classes for the six months ended April 30, 2011 were less than $500.

Investment in Affiliated Funds

     The Funds may invest in the American Beacon Money Market (the “MM Select Fund”) or US Government Money Market Select Fund (the “USG Select Fund”) (collectively the “Select Funds”). The Funds and the Select Funds have the same investment advisor and therefore, are considered to be affiliated. The Manager serves as investment advisor to the Select Funds and receives from the Select Funds an annualized fee of 0.09% of average daily net assets of the Select Funds. During the six months ended April 30, 2011, fees earned by the Manager as a result of the Balanced Fund’s investment in the Select Funds was $885.

Interfund Lending Program

     Pursuant to an exemptive order by the Securities Exchange Commission (“SEC”), the Funds, along with other registered investment companies having management contracts with the Manager, may participate in an interfund lending program as a borrower. This program provides an alternative credit facility allowing the Funds to borrow from other participating Funds. During the six months ended April 30, 2011, the Balanced Fund borrowed $13,407,649 from the Money Market Select Fund for one day at 0.81% with an interest charge of $298 and the Large Cap Growth Fund borrowed $187,876 from the Money Market Select Fund for one day at 0.86% with an interest charge of $4.

Reimbursement of Expenses

     The Manager voluntarily and or contractually agreed to reimburse the following Funds to the extent that total annual fund operating expenses exceed the Fund’s expense cap. Of these amounts $6,000 was receivable from the Manager at April 30, 2011 for the Mid-Cap Value Fund. For the period ended April 30, 2011, the Manager waived or reimbursed expenses as follows:

				Expense Cap
				11/1/10			3/1/11			Waived or
				to			to			Reimbursed
Fund	Class			2/28/11			4/30/11			Expenses
Large Cap Growth		Y	*		N/A			N/A		$	1,651
Large Cap Growth		A	*		N/A			N/A			1,293
Large Cap Growth		C			—			2.20	%		1,648
Mid-Cap Value	Institutional				0.98	%		0.98	%		13,227
Mid-Cap Value		Y			1.08	%		1.08	%		1,653
Mid-Cap Value	Investor				1.23	%		1.23	%		3,424
Mid-Cap Value	Advisor				1.49	%		1.49	%		215
Mid-Cap Value		A			1.49	%		1.49	%		1,677
Mid-Cap Value		C			2.24	%		2.24	%		1,647

* Voluntary reimbursement.

Expense Reimbursement Plan

     The Funds have adopted an Expense Reimbursement Plan whereby the Manager may seek repayment of fees waived or expenses reimbursed for a period of up to three years. However, reimbursement will occur only if the Class’ average net assets have grown or expenses have declined sufficiently to allow reimbursement without causing its expense ratio to exceed the previously agreed upon contractual expense limit. The carryover of excess expenses potentially reimbursable to the Manager but not recorded as a liability for the Mid-Cap Value Fund are $25,000, $17,000 and $22,000 expiring 2012, 2013 and 2014, respectively. During the six months ended April 30, 2011, the Funds have not recorded a liability for potential reimbursement, due to the current assessment that a reimbursement is unlikely.

35

American Beacon Funds
Notes to Financial Statements
April 30, 2011 (Unaudited)

3. Federal Income and Excise Taxes

     It is the policy of each fund to qualify as a regulated investment company, by complying with all applicable provisions of the Code, and to make distribution of taxable income sufficient to relieve it from substantially all federal income and excise taxes. For federal income tax purposes, each Fund is treated as a single entity for the purpose of determining such qualification.

     The Funds does not have any unrecognized tax benefits in the accompanying financial statements. Each of the tax years in the four year period ended October 31, 2010 remains subject to examination by the Internal Revenue Service. If applicable, the Funds recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in “Other expenses” on the Statements of Operations.

     Dividends are categorized in accordance with income tax regulations which may treat certain transactions differently than U.S. generally accepted accounting principles. Accordingly, the character of distributions and composition of net assets for tax purposes may differ from those reflected in the accompanying financial statements.

     The tax character of distributions paid during the six months ended April 30, 2011 and fiscal year ended October 31, 2010 were as follows (in thousands):

	Balanced				Large Cap Growth				Mid-Cap Value
	Six Months Ended		Year Ended		Six Months Ended		Year Ended		Six Months Ended		Year Ended
	April 30,		October 31,		April 30,		October 31,		April 30,		October 31,
	2011		2010		2011		2010		2011		2010
	(Unaudited)				(Unaudited)				(Unaudited)
Distributions paid from:
Ordinary income*
Institutional Class	$	457	$	1,651	$	—	$	—	$	30	$	15
Y Class		5		—				—		—		—
Investor Class		846		4,637		—		—		343		161
Advisor Class		55		314		—		—		1		—
AMR Class		10,904		42,865		167		342		753		561
A Class		2		—		—		—		—		—
C Class		2		—		—		—		—		—
Total distributions paid	$	12,271	$	49,467	$	167	$	342	$	1,127	$	737

* For tax purposes, short-term capital gains are considered ordinary income distributions.

As of April 30, 2011, the components of distributable earnings on a tax basis were as follows (in thousands):

	Balanced			Large Cap Growth			Mid-Cap Value
Cost basis of investments for federal income tax purpose	$	827,795		$	71,218		$	99,641
Unrealized appreciation		120,057			25,128			23,830
Unrealized depreciation		(58,409	)		(660	)		(1,282	)
Net unrealized appreciation (depreciation)		61,652			24,468			22,548
Undistributed ordinary income		(333	)		(5	)		290
Undistributed long-term gain (loss)		(32,888	)		(17,592	)		(13,652	)
Other temporary differences		807			107			193
Distributable earnings (losses)	$	29,238		$	6,978		$	9,379

     Financial reporting records are adjusted for permanent book/tax differences to reflect tax character. Financial records are not adjusted for temporary differences. The temporary differences between financial reporting and tax-basis reporting of unrealized appreciation/(depreciation) are attributable primarily to the

36

American Beacon Funds
Notes to Financial Statements
April 30, 2011 (Unaudited)

tax deferral of losses from wash sales, the realization for tax purposes of unrealized gains/(losses) on certain derivative instruments, book amortization for premiums, and reclassifications of income from real estate investment securities.

     Due to inherent differences in the recognition of income, expenses and realized gains/losses under U.S. generally accepted accounting principles and federal income tax regulations, permanent differences between book and tax reporting have been identified and appropriately reclassified on the Statements of Assets and Liabilities.

     Accordingly, the following amounts represent current year permanent differences derived from book amortization of premium, paydown reclasses, Section 732 basis adjustments, non-deductable expenses, and dividend reclasses that have been reclassified as of April 30, 2011 (in thousands):

	Balanced			Large Cap Growth		Mid-Cap Value
Paid-in-capital	$	—		$	—	$	—
Undistributed net investment income		254			—		—
Accumulated net realized gain (loss)		(255	)		—		—
Unrealized appreciation (depreciation) of investments, futures contracts and foreign currency		1			—		—

     At April 30, 2011 capital loss carry forward positions for federal income tax purposes were as follows (in thousands):

Fund	2016		2017		Total
Balanced	$	7,659	$	24,427	$	32,086
Large Cap Growth		4,622		12,863		17,485
Mid-Cap Value		5,062		8,397		13,459

     The Balanced, Large Cap Growth, and Mid-Cap Value Funds utilized $31,161, $6,377, and $6,001, respectively of net capital loss carryovers for the six months ended April 30, 2011.

4. Investment Transactions

     The aggregate cost of purchases and proceeds from sales and maturities of long-term investments during the six months ended April 30, 2011 were as follows (in thousands):

	Balanced		Large Cap Growth		Mid-Cap Value
Purchases (excluding U.S. government securities)	$	204,427	$	28,796	$	21,090
Sales and maturities (excluding U.S. government securities)		245,775		39,320		20,024
Purchases of U.S. government securities		60,115		—		—
Sales and maturities of U.S. government securities		58,950		—		—

     A summary of the Funds’ direct transactions in the Select Funds for the six months ended April 30, 2011 is set forth below (in thousands):

		October 31, 2010						April 30, 2011
	Affiliate	Shares/Market Value		Purchases		Sales		Shares/Market Value
Balanced	USG Select Fund	$	2,900	$	—	$	2,900	$	—

37

American Beacon Funds
Notes to Financial Statements
April 30, 2011 (Unaudited)

5. Capital Share Transactions

     The tables below summarize the activity in capital shares for each Class of the Funds (shares and dollars in thousands):

Six Months Ended April 30, 2011

	Institutional Class						Y Class					Investor Class						Advisor Class
Balanced Fund	Shares			Amount			Shares		Amount			Shares			Amount			Shares			Amount
Shares sold		419		$	5,573			26	$	348			823		$	9,996			43		$	549
Reinvestment of dividends		34			451			1		5			66			815			4			55
Shares redeemed		(546	)		(7,228	)		—		(1	)		(1,089	)		(13,297	)		(113	)		(1,455	)
Net increase (decrease) in shares outstanding		(93	)	$	(1,204	)		27	$	352			(200	)	$	(2,486	)		(66	)	$	(851	)

	AMR Class						A Class						C Class
Balanced Fund	Shares			Amount			Shares			Amount			Shares		Amount
Shares sold		1,063		$	13,402			23		$	282			15	$	186
Reinvestment of dividends		859			10,904			—			2			—		1
Shares redeemed		(5,349	)		(67,590	)		(1	)		(5	)		—		(1	)
Net increase (decrease) in shares outstanding		(3,427	)	$	(43,284	)		22		$	279			15	$	186

	Institutional Class						Y Class						AMR Class
Large Cap Growth Fund	Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		23		$	148			1		$	5			1,903		$	12,264
Reinvestment of dividends		—			—			—			—			26			167
Shares redeemed		(11	)		(70	)		(1	)		(5	)		(4,662	)		(28,658	)
Net increase (decrease) in shares outstanding		12		$	78			—		$	—			(2,733	)	$	(16,227	)

	A Class						C Class
Large Cap Growth Fund	Shares			Amount			Shares		Amount
Shares sold		78		$	500			—	$	—
Reinvestment of dividends		—			—			—		—
Shares redeemed		(6	)		(41	)		—		—
Net increase (decrease) in shares outstanding		72		$	459			—	$	—

	Institutional Class					Y Class					Investor Class					Advisor Class
Mid-Cap Value Fund	Shares		Amount			Shares		Amount			Shares		Amount			Shares		Amount
Shares sold		—	$	40,486			—	$	12			—	$	7,644			—	$	1
Reinvestment of dividends		—		30			—		—			—		343			—		1
Shares redeemed		—		(3,653	)*		—		—	*		—		(38,766	)*		—		(23	)*
Net increase (decrease) in shares outstanding		—	$	36,863			—	$	12			—	$	(30,779	)		—	$	(21	)

	AMR Class					A Class					C Class
Mid-Cap Value Fund	Shares		Amount			Shares		Amount			Shares		Amount
Shares sold		—	$	6,674			—	$	100			—	$	—
Reinvestment of dividends		—		753			—		—			—		—
Shares redeemed		—		(12,983	)*		—		(1	)*		—		—	*
Net increase (decrease) in shares outstanding		—	$	(5,556	)		—	$	99			—	$	—

^* Net of Redemption Fees

38

American Beacon Funds
Notes to Financial Statements
April 30, 2011 (Unaudited)

Period Ended October 31, 2010

	Institutional Class						Y Class				Investor Class						Advisor Class
Balanced Fund	Shares			Amount			Shares		Amount		Shares			Amount			Shares			Amount
Shares sold		938		$	11,665			4	$	46		2,259		$	25,989			97		$	1,140
Reinvestment of dividends		133			1,630			—		1		402			4,540			27			314
Shares redeemed		(944	)		(11,665	)		—		—		(4,078	)		(46,277	)		(218	)		(2,568	)
Net increase (decrease) in shares outstanding		127		$	1,630			4	$	47		(1,417	)	$	(15,748	)		(94	)	$	(1,114	)

	AMR Class						A Class				C Class
Balanced Fund	Shares			Amount			Shares		Amount		Shares		Amount
Shares sold		3,103		$	36,517			4	$	46		—	$	1
Reinvestment of dividends		3,684			42,865			—		—		—		—
Shares redeemed		(4,724	)		(55,318	)		—		—		—		—
Net increase (decrease) in shares outstanding		2,063		$	24,064			4	$	46		—	$	1

	Institutional Class						Y Class				AMR Class
Large Cap Growth Fund	Shares			Amount			Shares		Amount		Shares			Amount
Shares sold		7		$	38			4	$	20		8,548		$	46,823
Reinvestment of dividends		—			—			—		—		63			342
Shares redeemed		(12	)		(66	)		—		—		(6,328	)		(34,145	)
Net increase (decrease) in shares outstanding		(5	)	$	(28	)		4	$	20		2,283		$	13,020

	A Class				C Class
Large Cap Growth Fund	Shares		Amount		Shares		Amount
Shares sold		1	$	6		—	$	1
Reinvestment of dividends		—		—		—		—
Shares redeemed		—		—		—		—
Net increase (decrease) in shares outstanding		1	$	6		—	$	1

	Institutional Class						Y Class					Investor Class						Advisor Class
Mid-Cap Value Fund	Shares			Amount			Shares		Amount			Shares			Amount			Shares		Amount
Shares sold		59		$	506			—	$	1			1,672		$	14,465			8	$	64
Reinvestment of dividends		2			14			—		—			20			161			—		—
Shares redeemed		(51	)		(440	)*		—		—	*		(963	)		(8,239	)*		—		—	*
Net increase (decrease) in shares outstanding		10		$	80			—	$	1			729		$	6,387			8	$	64

	AMR Class						A Class					C Class
Mid-Cap Value Fund	Shares			Amount			Shares		Amount			Shares		Amount
Shares sold		3,214		$	27,770			2	$	17			—	$	1
Reinvestment of dividends		68			561			—		—			—		—
Shares redeemed		(3,444	)		(29,426	)*		—		—	*		—		—	*
Net increase (decrease) in shares outstanding		(162	)	$	(1,095	)		2	$	17			—	$	1

^* Net of Redemption Fees

39

American Beacon Balanced Fund
Financial Highlights
(For a share outstanding throughout the period)

	Institutional Class																		Y Class						Investor Class
	Six																		Six						Six			Year
	Months																		Months			March 01			Months			Ended
	Ended																		Ended			to			Ended			October
	April 30,			Year Ended October 31,															April 30,			October			April 30,			31,
	2011			2010			2009			2008			2007			2006			2011			31, 2010			2011			2010
	(unaudited)																		(unaudited)						(unaudited)
Net asset value, beginning of period	$	12.62		$	11.83		$	10.63		$	16.09		$	15.83		$	15.00		$	12.78		$	12.20		$	11.66		$	10.96
Income from investment operations:
Net investment income		0.16			0.35			0.43			0.47			0.50			0.39			0.20			0.16			0.12			0.25
Net gains (losses) on securities (both realized and unrealized)		1.05			1.10			1.25			(4.70	)		0.90			1.54			1.00			0.57			0.98			1.04
Total income (loss) from investment operations		1.21			1.45			1.68			(4.23	)		1.40			1.93			1.20			0.73			1.10			1.29
Less distributions:
Dividends from net investment income		(0.17	)		(0.66	)		(0.48	)		(0.44	)		(0.42	)		(0.38	)		(0.29	)		(0.15	)		(0.12	)		(0.59	)
Distributions from net realized gains on securities		—			—			—			(0.79	)		(0.72	)		(0.72	)		—			—			—			—
Total distributions		(0.17	)		(0.66	)		(0.48	)		(1.23	)		(1.14	)		(1.10	)		(0.29	)		(0.15	)		(0.12	)		(0.59	)
Net asset value, end of period	$	13.66		$	12.62		$	11.83		$	10.63		$	16.09		$	15.83		$	13.69		$	12.78		$	12.64		$	11.66
Total returnA		9.65	%B		12.47	%		16.64	%		(28.23	)%		9.31	%		13.60	%		9.50	%B		5.99	%B		9.46	%B		12.06	%
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	34,878		$	33,405		$	29,808		$	36,557		$	51,399		$	22,587		$	413		$	46		$	89,043		$	84,500
Ratios to average net assets (annualized):
Expenses, net of waivers		0.58	%		0.58	%		0.60	%		0.56	%		0.57	%		0.59	%		0.68	%		0.68	%C		0.91	%		0.93	%
Expenses, before waivers		0.58	%		0.58	%		0.60	%		0.56	%		0.57	%		0.59	%		0.68	%		0.68	%C		0.91	%		0.93	%
Net investment income, net of waivers		2.42	%		2.67	%		3.60	%		3.37	%		2.91	%		2.81	%		2.17	%		2.54	%C		2.09	%		2.34	%
Net investment income, before waivers		2.42	%		2.67	%		3.60	%		3.37	%		2.91	%		2.81	%		2.17	%		2.54	%C		2.09	%		2.34	%
Portfolio turnover rate		24	%B		40	%		57	%		53	%		50	%		59	%		24	%B		40	%D		24	%B		40	%

A	Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable.
B	Not annualized.
C	Annualized.
D	Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.

40

												Advisor Class
												Six Months Ended April 30,			Year Ended October 31,
	2009		2008			2007			2006			2011			2010			2009			2008			2007			2006
												(unaudited)
$	9.91		$	15.09		$	14.91		$	14.20		$	12.11		$	11.35		$	9.77		$	14.95		$	14.83		$	14.16
	0.30			0.41			0.41			0.35			0.16			0.32			0.37			0.34			0.41			0.38
	1.23			(4.39	)		0.87			1.44			0.97			1.01			1.21			(4.31	)		0.83			1.35
	1.53			(3.98	)		1.28			1.79			1.13			1.33			1.58			(3.97	)		1.24			1.73
	(0.48	)		(0.41	)		(0.38	)		(0.36	)		(0.13	)		(0.57	)		—			(0.42	)		(0.40	)		(0.34	)
	—			(0.79	)		(0.72	)		(0.72	)		—			—			—			(0.79	)		(0.72	)		(0.72	)
	(0.48	)		(1.20	)		(1.10	)		(1.08	)		(0.13	)		(0.57	)					(1.21	)		(1.12	)		(1.06	)
$	10.96		$	9.91		$	15.09		$	14.91		$	13.11		$	12.11		$	11.35		$	9.77		$	14.95		$	14.83
	16.29	%		(28.39	)%		9.06	%		13.31	%		9.32	%B		11.96	%		16.17	%		(28.65	)%		8.83	%		12.94	%
$	94,915		$	105,473		$	202,750		$	111,837		$	5,764		$	6,127		$	6,812		$	7,674		$	9,504			$1,562
	0.89	%		0.82	%		0.83	%		0.85	%		1.08	%		1.09	%		1.09	%		1.07	%		1.07	%		1.22	%
	0.89	%		0.82	%		0.83	%		0.85	%		1.08	%		1.09	%		1.09	%		1.07	%		1.07	%		1.22	%
	3.26	%		3.12	%		2.65	%		2.55	%		1.94	%		2.18	%		3.06	%		2.86	%		2.34	%		2.18	%
	3.26	%		3.12	%		2.65	%		2.55	%		1.94	%		2.18	%		3.06	%		2.86	%		2.34	%		2.17	%
	57	%		53	%		50	%		59	%		24	%B		40	%		57	%		53	%		50	%		59	%

41

American Beacon Balanced Fund
Financial Highlights
(For a share outstanding throughout the period)

	AMR Class
				Year Ended October 31,															A Class						C Class
	Six Months Ended April 30, 2011			2010			2009			2008			2007			2006			Six Months Ended April 30, 2011			May 17 to October 31, 2010			Six Months Ended April 30, 2011			September 01 to October 31, 2010
	(unaudited)																		(unaudited)						(unaudited)
Net asset value, beginning of period	$	12.02		$	11.31		$	10.19		$	15.49		$	15.27		$	14.49		$	11.94		$	11.50		$	11.92		$	11.32
Income from investment operations:
Net investment income		0.16			0.35			0.39			0.49			0.50			0.45			0.25			0.02			0.09			0.01
Net gains (losses) on securities (both realized and unrealized)		1.01			1.07			1.24			(4.52	)		0.89			1.46			0.86			0.43			0.96			0.59
Total income (loss) from investment operations		1.17			1.42			1.63			(4.03	)		1.39			1.91			1.11			0.45			1.05			0.60
Less distributions:
Dividends from net investment income		(0.19	)		(0.71	)		(0.51	)		(0.48	)		(0.45	)		(0.41	)		(0.29	)		(0.01	)		(0.15	)		0.00
Distributions from net realized gains on securities		—			—			—			(0.79	)		(0.72	)		(0.72	)		—			—			—			—
Total distributions		(0.19	)		(0.71	)		(0.51	)		(1.27	)		(1.17	)		(1.13	)		(0.29	)		(0.01	)		(0.15	)		0.00
Net asset value, end of period	$	13.00		$	12.02		$	11.31		$	10.19		$	15.49		$	15.27		$	12.76		$	11.94		$	12.82		$	11.92
Total return A		9.74	%B		12.84	%		16.95	%		(28.08	)%		9.59	%		13.98	%		9.39	%B		3.90	%B		8.98	%B		5.33	%B
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	764,930		$	748,422		$	681,197		$	604,209		$	898,584		$	817,333		$	336		$	47		$	196		$	1
Ratios to average net assets (annualized):
Expenses, net of waivers		0.33	%		0.33	%		0.35	%		0.31	%		0.31	%		0.33	%		1.07	%		1.08	%C		1.83	%		1.86	%C
Expenses, before waivers		0.33	%		0.33	%		0.35	%		0.31	%		0.31	%		0.33	%		1.07	%		1.08	%C		1.83	%		2.14	%C
Net investment income, net of waivers		2.68	%		2.92	%		3.75	%		3.62	%		3.21	%		3.08	%		1.76	%		1.51	%C		0.98	%		0.48	%C
Net investment income, before waivers		2.68	%		2.92	%		3.75	%		3.62	%		3.21	%		3.08	%		1.76	%		1.51	%C		0.98	%		0.20	%C
Portfolio turnover rate		24	%B		40	%		57	%		53	%		50	%		59	%		24	%B		40	%D		24	%B		40	%D

A	Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable.
B	Not annualized.
C	Annualized.
D	Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.

42

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43

American Beacon Large Cap Growth Fund
Financial Highlights
(For a share outstanding throughout the period)

	Institutional Class
	Six
	Months
	Ended
	April 30,			Year Ended October 31,
	2011			2010			2009A			2008			2007			2006B
	(unaudited)
Net asset value, beginning of period	$	5.84		$	4.97		$	4.49		$	7.67		$	6.89		$	6.18
Income from investment operations:
Net investment income (loss)		0.01			0.00			0.03			0.05			0.04			0.04
Net gains (losses) on securities (both realized and unrealized)		1.05			0.88			0.50			(2.97	)		0.77			0.70
Total income (loss) from investment operations		1.06			0.88			0.53			(2.92	)		0.81			0.74
Less distributions:
Dividends from net investment income		(0.01	)		(0.01	)		(0.05	)		(0.04	)		(0.03	)		(0.03	)
Distributions from net realized gains on securities		—			—			—			(0.22	)		—			—
Total distributions		(0.01	)		(0.01	)		(0.05	)		(0.26	)		(0.03	)		(0.03	)
Net asset value, end of period	$	6.89		$	5.84		$	4.97		$	4.49		$	7.67		$	6.89
Total return C		18.12	%D		17.70	%		12.09	%		(39.35	)%		11.84	%		12.04	%
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	231		$	125		$	130		$	83		$	119		$	110
Ratios to average net assets (annualized):
Expenses, net of waivers		0.95	%		0.94	%		0.93	%		0.89	%		0.90	%		0.90	%
Expenses, before waivers		0.95	%		0.94	%		0.94	%		0.95	%		1.06	%		0.99	%
Net investment income (loss), net of waivers		(0.09	)%		(0.02	)%		0.38	%		0.74	%		0.58	%		0.56	%
Net investment income (loss), before waivers		(0.09	)%		(0.02	)%		0.36	%		0.68	%		0.42	%		0.48	%
Portfolio turnover rate		33	%D		92	%		147	%		112	%		128	%		181	%

A	On March 17, 2009, Winslow Capital Management, Inc. assumed management of the Large Cap Growth Fund’s assets previously managed by Goldman Sachs Asset Management, L.P.
B	On September 12, 2006, The Renaissance Group, LLC assumed management of the Large Cap Growth Fund’s assets previously managed by J.P. Morgan Investment Management, Inc.
C	Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable.
D	Not annualized.
E	Annualized.
F	Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.

44

Y Class						AMR Class																		A Class						C Class
Six						Six																		Six						Six
Months			March			Months																		Months			May			Months			September
Ended			01 to			Ended																		Ended			17 to			Ended			01 to
April 30,			October 31,			April 30,			Year Ended October 31,															April 30,			October 31,			April 30,			October 31,
2011			2010			2011			2010			2009A			2008			2007			2006B			2011			2010			2011			2010
(unaudited)						(unaudited)																		(unaudited)						(unaudited)
$	5.83		$	5.41		$	5.88		$	5.00		$	4.52		$	7.72		$	6.95		$	6.21		$	5.83		$	5.40		$	5.83		$	5.17
	(0.01	)		0.00			0.01			0.01			0.04			0.07			0.06			0.05			(0.01	)		(0.01	)		(0.04	)		(0.02	)
	1.07			0.42			1.06			0.89			0.51			(2.99	)		0.77			0.73			1.04			0.44			1.06			0.68
	1.06			0.42			1.07			0.90			0.55			(2.92	)		0.83			0.78			1.03			0.43			1.02			0.66
	(0.01	)		—			(0.01	)		(0.02	)		(0.07	)		(0.06	)		(0.06	)		(0.04	)		—			—			—			—
	—			—			—			—			—			(0.22	)		—			—			—			—			—			—
	(0.01	)		—			(0.01	)		(0.02	)		(0.07	)		(0.28	)		(0.06	)		(0.04	)		—			—			—			—
$	6.88		$	5.83		$	6.94		$	5.88		$	5.00		$	4.52		$	7.72		$	6.95		$	6.86		$	5.83		$	6.85		$	5.83
	18.14	%D		7.76	%D		18.25	%D		18.11	%		12.46	%		(39.17	)%		12.07	%		12.52	%		17.67	%D		7.96	%D		17.53	%D		12.77	%D
$	26		$	22		$	95,574		$	96,978		$	71,154		$	56,976		$	101,698		$	82,042		$	501		$	7		$	2		$	1
	1.05	%		1.06	%E		0.70	%		0.69	%		0.63	%		0.59	%		0.60	%		0.59	%		1.45	%		1.49	%E		2.06	%		2.20	%E
	14.83	%		1.06	%E		0.70	%		0.69	%		0.63	%		0.59	%		0.60	%		0.59	%		2.34	%		1.49	%E		271.68	%		3.14	%E
	(0.15	)%		(0.33	)%E		0.20	%		0.19	%		0.86	%		1.05	%		0.85	%		0.88	%		(0.75	)%		(0.90	)%E		(1.14	)%		(1.68	)%E
	(13.94	)%		(0.33	)%E		0.20	%		0.19	%		0.86	%		1.05	%		0.85	%		0.88	%		(1.64	)%		(0.90	)%E		(270.75	)%		(2.62	)%E
	33	%D		92	%F		33	%D		92	%		147	%		112	%		128	%		181	%		33	%D		92	%F		33	%D		92	%F

45

American Beacon Funds Mid-Cap Value Fund

Financial Highlights

(For a share outstanding throughout the period)

	Institutional Class																		Y Class
	Six																		Six
	Months															November			Months			March
	Ended															30 to			Ended			01 to
	April 30,			Year Ended October 31,												October			April 30,			October
	2011			2010			2009			2008			2007			31, 2006			2011			31, 2010
	(unaudited)																		(unaudited)
Net asset value, beginning of period	$	9.27		$	7.57		$	5.94		$	11.01		$	10.81		$	12.09		$	9.27		$	8.48
Income from investment operations:
Net investment income (loss)		0.02			0.08			0.10			0.16			0.12			0.21			0.06			0.06
Net gains (losses) on securities (both realized and unrealized)		1.74			1.67			1.65			(4.31	)		0.41			1.25			1.70			0.73
Total income (loss) from investment operations		1.76			1.75			1.75			(4.15	)		0.53			1.46			1.76			0.79
Less distributions:
Dividends from net investment income		(0.11	)		(0.05	)		(0.12	)		(0.16	)		(0.07	)		(0.16	)		(0.11	)		—
Distributions from net realized gains on securities		—			—			—			(0.76	)		(0.26	)		(2.58	)		—			—
Total distributions		(0.11	)		(0.05	)		(0.12	)		(0.92	)		(0.33	)		(2.74	)		(0.11	)		—
Redemption fees added to beneficial interestsA		—			0.00			0.00			0.00			0.00			0.00			—			0.00
Net asset value, end of period	$	10.92		$	9.27		$	7.57		$	5.94		$	11.01		$	10.81		$	10.92		$	9.27
Total return B,C		19.05	%D		23.19	%		30.24	%		(40.86	)%		4.97	%		15.19	%D		19.06	%D		9.32	%D
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	43,743		$	2,778		$	2,197		$	2,256		$	6,047		$	3,396		$	14		$	1
Ratios to average net assets (annualized):
Expenses, net of waivers		0.98	%		0.98	%		0.98	%		0.98	%		0.92	%		1.19	%E		1.01	%		1.01	%E
Expenses, before waivers		1.07	%		1.06	%		1.13	%		1.16	%		1.09	%		1.19	%E		79.75	%		1.05	%E
Net investment income, net of waivers		0.83	%		0.99	%		1.29	%		1.51	%		1.22	%		1.11	%E		0.80	%		0.97	%E
Net investment income (loss), before waivers		0.74	%		0.90	%		1.14	%		1.33	%		1.05	%		1.11	%E		(77.94	)%		0.93	%E
Portfolio turnover rate		19	%D		40	%		42	%		28	%		35	%		42	%F		19	%D		40	%G

A	Amounts represent less than $0.01 per share.
B	May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.
C	Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable.
D	Not annualized.
E	Annualized.
F	Portfolio turnover rate is for the period from November 1, 2005 through October 31, 2006.
G	Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.
H	Portfolio turnover rate is for the period from November 1, 2006 through October 31, 2007.
I	On November 30, 2005, the Mid-Cap Value Fund’s Institutional Class of shares was renamed the AMR Class and the Fund began offering a new class of shares known as the Institutional Class.

46

Investor Class																		Advisor Class
Six																		Six
Months															February			Months												June
Ended															28 to			Ended												29 to
April 30,			Year Ended October 31,												October			April 30,			Year Ended October 31,									October
2011			2010			2009			2008			2007			31, 2006			2011			2010			2009			2008			31, 2007
(unaudited)																		(unaudited)
$	9.20		$	7.54		$	5.92		$	10.96		$	10.80		$	9.80		$	9.12		$	7.49		$	5.87		$	10.94		$	11.73
	(0.10	)		0.06			0.07			0.14			0.10			0.01			0.03			0.07			0.15			0.10			0.01
	1.90			1.65			1.66			(4.31	)		0.40			0.99			1.68			1.61			1.60			(4.27	)		(0.80	)
	1.80			1.71			1.73			(4.17	)		0.50			1.00			1.71			1.68			1.75			(4.17	)		(0.79	)
	(0.09	)		(0.05	)		(0.11	)		(0.11	)		(0.08	)		—			(0.08	)		(0.05	)		(0.13	)		(0.14	)		—
	—			—			—			(0.76	)		(0.26	)		—			—			—			—			(0.76	)		—
	(0.09	)		(0.05	)		(0.11	)		(0.87	)		(0.34	)		—			(0.08	)		(0.05	)		(0.13	)		(0.90	)		—
	—			0.00			0.00			0.00			0.00			0.00			—			0.00			0.00			0.00			0.00
$	10.91		$	9.20		$	7.54		$	5.92		$	10.96		$	10.80		$	10.75		$	9.12		$	7.49		$	5.87		$	10.94
	19.65	%D		22.93	%		29.93	%		(41.04	)%		4.68	%		10.20	%D		18.80	%D		22.37	%		30.64	%		(41.28	)%		(6.73	)%D
$	7,405		$	35,223		$	23,369		$	16,550		$	43,158		$	27,240		$	69		$	78		$	7		$	1		$	1
	1.22	%		1.23	%		1.23	%		1.23	%		1.23	%		1.49	%E		1.49	%		1.44	%		1.50	%		1.50	%		1.50	%E
	1.27	%		1.27	%		1.34	%		1.32	%		1.26	%		1.61	%E		2.08	%		1.55	%		1.58	%		2.04	%		1.80	%E
	1.61	%		0.75	%		0.98	%		1.27	%		0.93	%		0.57	%E		0.69	%		0.47	%		0.22	%		1.02	%		0.32	%E
	1.56	%		0.70	%		0.87	%		1.18	%		0.90	%		0.44	%E		0.10	%		0.36	%		0.14	%		0.48	%		0.02	%E
	19	%D		40	%		42	%		28	%		35	%		42	%F		19	%D		40	%		42	%		28	%		35	%H

47

American Beacon Funds Mid-Cap Value Fund
Financial Highlights
(For a share outstanding throughout the period)

	AMR Class (formerly Institutional Class prior to December 1, 2005)I																		A Class
	Six																		Six
	Months																		Months			May
	Ended																		Ended			17 to
	April 30,			Year Ended October 31,															April 30,			October
	2011			2010			2009			2008			2007			2006			2011			31, 2010
	(unaudited)																		(unaudited)
Net asset value, beginning of period	$	9.27		$	7.59		$	5.97		$	11.07		$	10.87		$	11.72		$	9.18		$	9.00
Income from investment operations:
Net investment income (loss)		0.08			0.10			0.07			0.18			0.18			0.12			0.07			0.01
Net gains (losses) on securities (both realized and unrealized)		1.69			1.66			1.70			(4.35	)		0.36			1.75			1.65			0.17
Total income (loss) from investment operations		1.77			1.76			1.77			(4.17	)		0.54			1.87			1.72			0.18
Less distributions:
Dividends from net investment income		(0.12	)		(0.08	)		(0.15	)		(0.17	)		(0.08	)		(0.14	)		(0.08	)		—
Distributions from net realized gains on securities		—			—			—			(0.76	)		(0.26	)		(2.58	)		—			—
Total distributions		(0.12	)		(0.08	)		(0.15	)		(0.93	)		(0.34	)		(2.72	)		(0.08	)		—
Redemption fees added to beneficial interestsA		—			0.00			0.00			0.00			0.00			0.00			—			0.00
Net asset value, end of period	$	10.92		$	9.27		$	7.59		$	5.97		$	11.07		$	10.87		$	10.82		$	9.18
Total return B,C		19.19	%D		23.28	%		30.56	%		(40.82	)%		5.09	%		19.16	%		18.77	%D		2.00	%D
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	69,199		$	64,012		$	53,604		$	34,253		$	78,794		$	66,290		$	126		$	18
Ratios to average net assets (annualized):
Expenses, net of waivers		0.78	%		0.77	%		0.83	%		0.82	%		0.75	%		0.97	%		1.45	%		1.48	%E
Expenses, before waivers		0.78	%		0.77	%		0.82	%		0.82	%		0.75	%		0.92	%		6.41	%		1.51	%E
Net investment income (loss), net of waivers		1.39	%		1.19	%		1.38	%		1.68	%		1.41	%		1.38	%		0.51	%		0.47	%E
Net investment income (loss), before waivers		1.39	%		1.19	%		1.38	%		1.68	%		1.40	%		1.42	%		(4.45	)%		0.44	%E
Portfolio turnover rate		19	%D		40	%		42	%		28	%		35	%		42	%		19	%D		40	%G

A	Amounts represent less than $0.01 per share.
B	May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.
C	Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable.
D	Not annualized.
E	Annualized.
F	Portfolio turnover rate is for the period from November 1, 2005 through October 31, 2006.
G	Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.
H	Portfolio turnover rate is for the period from November 1, 2006 through October 31, 2007.
I	On November 30, 2005, the Mid-Cap Value Fund’s Institutional Class of shares was renamed the AMR Class and the Fund began offering a new class of shares known as the Institutional Class.

48

	C Class
	Six Months			September
	Ended			01 to
	April 30,			October
	2011			31, 2010
	(unaudited)
	$	9.18		$	8.30
		0.00			(0.01	)
		1.68			0.89
		1.68			0.88
		(0.05	)		—
		—			—
		(0.05	)		—
		—			0.00
	$	10.81		$	9.18
		18.22	%D		10.60	%D
	$	1		$	1
		2.24	%		2.24	%E
		274.79	%		3.20	%E
		(0.04	)%		(0.36	)%E
		(272.59	)%		(1.32	)%E
		19	%D		40	%G
·

49

Delivery of Documents

eDelivery is NOW AVAILABLE- Stop traditional mail delivery and receive your
shareholder reports and summary prospectus on-line. Sign up at
www.americanbeaconfunds.com

If you invest in the Fund through a financial institution, you may be able to receive the Fund’s regulatory mailings, such as the Prospectus, Annual Report and Semi-Annual Report, by e-mail. If you are interested in this option, please go to www.icsdelivery.com and search for your financial institution’s name or contact your financial institution directly.

To obtain more information about the Fund:

7	8
By E-mail:	On the Internet:
american_beacon.funds@ambeacon.com	Visit our website at www.americanbeaconfunds.com
(	-
By Telephone:	By Mail:
Institutional, Y, Investor, and Advisor Classes	American Beacon Funds
Call (800) 658-5811	P.O. Box 219643
AMR ClassSM	Kansas City, MO 64121-9643
Call (800) 345-2345
Availability of Quarterly Portfolio Schedules	Availability of Proxy Voting Policy and Records
In addition to the Schedule of Investments provided in each semi-annual and annual report, the Fund files a complete schedule of its portfolio holdings with the Securities and Exchange Commission (“SEC”) on Form N-Q as of the first and third fiscal quarters. The Fund’s Forms N-Q are available on the SEC’s website at www.sec.gov. The Forms N-Q may also be reviewed and copied at the SEC’s Public Reference Room, 450 Fifth Street, NW, Washington, DC 20549. Information regarding the operation of the SEC’s Public Reference Room may be obtained by calling 1-800-SEC-0330. A complete schedule of the Fund’s portfolio holdings is also available on the Funds’ website (www.americanbeaconfunds.com) approximately twenty days after the end of each month.	A description of the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities is available in the Fund’s Statement of Additional Information, is available free of charge on the Fund’s website (www.americanbeaconfunds.com) and by calling 1-800-967-9009 or by accessing the SEC’s website at www.sec.gov. The Fund’s proxy voting record for the most recent year ended June 30 is filed annually with the SEC on Form N-PX. The Fund’s Forms N-PX are available on the SEC’s website at www.sec.gov. The Fund’s proxy voting record may also be obtained by calling 1-800-967-9009.

Fund Service Providers:

Custodian
State Street Bank and Trust
Boston, Massachusetts Transfer Agent
Boston Financial Data Services
Kansas City, Missouri Independent Registered
Public Accounting Firm
Ernst & Young LLP
Dallas, Texas Distributor
Foreside Fund Services,
LLC
Portland, Maine

This report is prepared for shareholders of the American Beacon Funds and may be distributed to others only if preceded or accompanied by a current Prospectus or Summary Prospectus.

American Beacon Funds, American Beacon Balanced Fund, American Beacon Large Cap Growth Fund, and American Beacon Mid-Cap Value Fund are service marks of American Beacon Advisors, Inc.

HIGH YIELD BOND FUND RETIREMENT INCOME AND APPRECIATION FUND

INTERMEDIATE BOND FUND SHORT-TERM BOND FUND

Semi-Annual Report

April 30, 2011

About American Beacon Advisors Contents

     Since 1986, American Beacon Advisors has offered a variety of products and investment advisory services to numerous institutional and retail clients, including a variety of mutual funds, corporate cash management, and separate account management.

     Our clients include defined benefit plans, defined contribution plans, foundations, endowments, corporations, financial planners, and other institutional investors. With American Beacon Advisors, you can put the experience of a multi-billion dollar asset management firm to work for your company.

Message from American Beacon			1
Market and Performance Overviews	2-12
American Beacon Schedules of Investments
High Yield Bond Fund			15
Retirement Income and Appreciation Fund			21
Intermediate Bond Fund			29
Short-Term Bond Fund			37
Additional Information		Back Cover

Any opinions herein, including forecasts, reflect our judgment as of the end of the reporting period and are subject to change. Each advisor’s strategies and each Fund’s portfolio composition will change depending on economic and market conditions. This report is not a complete analysis of market conditions and therefore, should not be relied upon as investment advice. Although economic and market information has been compiled from reliable sources, American Beacon Advisors, Inc. makes no representation as to the completeness or accuracy of the statements contained herein.

Investing in debt securities entails interest rate risk which is the risk that debt securities will decrease in value with increases in market interest rates. Investing in high yield securities involves additional risks when compared to investing in investment grade securities. These include a greater risk of default or bankruptcy and an increased sensitivity to financial difficulties or changes in interest rates. The four highest Moody’s ratings for long-term obligations (or issuers thereof) are Aaa, Aa, A and Baa. Obligations rated Aaa are judged to be of the highest quality, with minimal credit risk. Obligations rated Aa are judged to be of high quality and are subject to very low credit risk. Obligations rated A are considered upper-medium grade and are subject to low credit risk. Obligations rated Baa are subject to moderate credit risk. They are considered medium-grade and as such may possess certain speculative characteristics. Moody’s appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.

Fellow Shareholders,

     Over the past six months, the bond markets have generally moved forward, despite concerns for the pace of the U.S. and global recoveries, reoccurrences of sovereign debt worries, geopolitical unrest, inflationary fears and the potential impact of Japan’s recent earthquake. The markets have trudged on despite these challenges, thanks to the increasing reports of strength in corporate earnings and the persistence of economic recovery in the U.S.

The performance of our credit-exposed funds reflects this strength as well. It also reflects the American Beacon investment philosophy: that portfolios managed with a longer-term perspective tend to be better positioned for riding out the inevitable waves of economic and geopolitical upheaval.

For the six-month period ended April 30, 2011:

>>American Beacon High Yield Bond Fund (Y Class) returned 6.83%
>>American Beacon Retirement Income and Appreciation Fund (Y Class) rose 2.24%
>>American Beacon Intermediate Bond Fund (Y Class) gained 0.14%
>>American Beacon Short-Term Bond Fund (Y Class) increased 0.18%

While day-to-day volatility continues to influence the world’s equity and credit markets, American Beacon remains focused on seeking opportunities and meeting market challenges to deliver the type of consistency in performance and service our shareholders value.

Our process is summarized as: Oversight 360. It’s an ongoing commitment to cast a watchful and analytical eye over all the factors that influence our fellow shareholders’ investments.

Thank you for your continued investment in the American Beacon Funds. To obtain further details about the growing number of investment opportunities now available within the American Beacon Funds family or to access your account information, please visit our website at www.americanbeaconfunds.com.

Best Regards,
 

 

Gene L. Needles, Jr. 

President
American Beacon Funds 

1

Domestic Bond Market Overview
April 30, 2011 (Unaudited)

     The six-month period began as the effect of the European debt crisis on the international markets started to ebb. Concurrently, the U.S. was experiencing a pause in its progress towards economic recovery. Given this backdrop, the U.S. Federal Reserve Bank (the “Fed”) announced a second round of quantitative easing to further stimulate the economy and give investors renewed confidence in the budding recovery. While the markets were encouraged by the news, the underlying economy was still on soft footing as the housing sector had yet to rebound and employment growth remained moderate.

     In the upcoming period, investors are expected to focus intently on every clue regarding the strength of the U.S. economy, given that the Fed’s stimulus measures are set to expire. If the recovery momentum holds, interest rates are likely to remain elevated. However, if the consumer and housing sectors remain too weak to support the ongoing recovery, another decline in interest rates may follow.

Performance Recap

     During the six-month period ended April 30, 2011, the short end of the yield curve remained near the 0% mark, due to a low Federal Funds Rate. Interest rates at the longer end of the curve rose during the period as markets recovered from the initial phase of the European debt crisis and as the Fed announced a second round of quantitative easing.

     With respect to U.S. Treasury securities, the yield on the 10-year Treasury note rose from 2.60% at the beginning of the period to 3.29% by the end of the period. This resulted in a -3.87% total return. Meanwhile, the 2-year Treasury note yield rose from 0.34% to 0.60% and returned 0.12%. This rise in interest rates led the shorter-duration Merrill 1-3 Year Index to outperform the longer-duration Barclays Aggregate Index. [The Barclays Aggregate Index nudged forward producing a 0.02% total return, while the Merrill Lynch 1-3 Year Government/Credit Index produced a 0.34% total return.]

     As a whole, the U.S. Treasury sector posted a -1.52% total return during the period according to the Barclays Index. Agency mortgage-backed securities, with their shorter duration and higher yields, posted a 0.95% total return. The credit sector, helped by an improvement in corporate fundamentals and strong investor demand, produced a 0.56% total return. Financials contributed heavily to this gain with a 2.07% return. The credit sector further benefited from positive performance from utilities at 0.33% and industrials at 0.10%. Lower-quality issuers continued to outperform the higher-quality counterparts as fundamentals improved and investor demand for yield remained strong.

     Overall, returns reflect strong performance from the various credit sectors. But this was offset by the impact of rising interest rates during the period.

2

High Yield Bond Market Overview
April, 30, 2011 (Unaudited)

     For the six months ended April 30, 2011, the JPMorgan Global High Yield Bond Index generated a return of 6.56%.

     For both the fourth quarter of 2010 and the first quarter of 2011, earnings for the majority of high yield issuers experienced healthy growth. As a result, the corporate default rate declined and the near-to-intermediate outlook anticipates that it may remain at historically low levels.

     Given the potential for the favorable fundamental backdrop to persist along with the low overall interest rate environment, investors continued to add money to the high yield asset class. As a result, issuers were able to tap the market to refinance debt, extend maturities, and in many cases lower their interest expenses.

     The combination of favorable fundamental and technical factors also enabled the market to overcome a brief sell-off in November. Contributing to that sell-off were renewed concerns about the European sovereign debt problems, the uprisings in the Middle East and Northern Africa, and the devastation of the Japanese earthquake.

     As evidence has grown that the U.S. economic recovery was becoming self-sustaining, the yield on the 10-year Treasury bond increased during the period. However, strong demand for high yield bonds drove the index yield down to 6.83%, its lowest absolute yield ever. As a result of these movements, the spread of the high yield index over U.S. Treasuries tightened by more than 100 basis points (1.00%) to 5.2%.

3

Short Term Bond Market Overview
April 30, 2011 (Unaudited)

     For the six months ended April 30, 2011, the Fund’s benchmarks, the Bank of America Merrill Lynch 1-3 Year U.S. Government/Corporate Index (“Index”) and the Lipper Short Investment Grade Bond Funds Index (“Lipper Index”) produced returns of 0.34% and 0.73%.

     Gross of expenses, the Fund outperformed the Index for the period, but expenses brought the return below that of the Index.

     During the period, the Fund was overweight in the Corporate and Asset-Backed sectors, which outperformed U.S. Treasuries and Agencies as the credit markets continued to recover along with the U.S. economy.

     Among the sectors, the largest Corporate overweight position was given to the Financial sector, which performed very well. Industrials had the next highest allocation and returns. The Asset-Backed holdings were comprised of credit card, auto and equipment receivables and did not include any residential mortgages. The Fund generally maintains overweight positions in the Corporate and Asset-Backed sectors to generate incremental yield-to-maturity return compared to the Index.

     Also during the period, the Fund’s duration was shorter than that of the benchmark, which helped preserve capital as interest rates rose and prices declined. Though the Fund’s managers do not expect the Federal Reserve Bank (“Fed”) to raise interest rates soon, further portfolio moves are anticipated that will help protect the Fund from what seems like the inevitable rise that typically accompanies an economic recovery. For this reason, over the upcoming quarters, their intention is to keep the Fund’s duration within approximately 20% of the Index’s duration until the anticipated Fed rate hikes become more imminent.

     Relative to the Lipper Index, the Fund’s other benchmark, the Fund’s underperformance during the past six months was primarily attributable to the high-yield exposure in the Lipper peer group. The high yield sector continued to perform extraordinarily well as the credit markets improved, and the Fund’s lack of high-yield exposure significantly accounted for its relative underperformance.

     In the meantime, we continue to look for opportunities in this low interest rate environment while taking steps to protect the Fund from an eventual rise in rates. We will also maintain our conservative approach toward credit risk as we seek opportunities for long-term, risk-adjusted outperformance—versus our benchmarks.

4

Performance Overview
American Beacon High Yield Bond Fund^SM
April 30, 2011 (Unaudited)

     The Institutional Class of the High Yield Bond Fund returned 6.81% for the six months ended April 30, 2011. The Fund outperformed the JPMorgan Global High-Yield Index (“Index”) return of 6.56% and the Lipper High Current Yield Funds Index return of 6.64% for the period.

				Annualized Total Returns
	Periods Ended 4/30/11
	6 Months*				1 Year			5 Years			10 Years
Institutional Class(1,8)		6.81	%			13.28	%		7.04	%		8.07	%
Y Class (1,2,8)		6.83	%			13.47	%		7.08	%		8.09	%
Investor Class(1,3,8)		6.65	%			13.09	%		6.78	%		7.81	%
A Class with sales charge (1,5,8)		1.49	%			7.88	%		5.77	%		7.30	%
A Class without sales charge (1,5,8)		6.52	%			13.21	%		6.80	%		7.82	%
C Class with sales charge (1,6,8)		4.34	%			11.36	%		6.64	%		7.74	%
C Class without sales charge (1,6,8)		5.34	%			12.36	%		6.64	%		7.74	%
AMR Class (1,4,8)		6.94	%			13.69	%		7.27	%		8.18	%
JPMorgan GlobaL High-Yield Index(7)		6.56	%			13.51	%		9.38	%		9.42	%
Lipper High Current Yield Funds Index(7)		6.64	%			13.47	%		7.08	%		7.03	%

* Not annualized

1.	Performance shown is historical and may not be indicative of future returns. Please note that recent market performance has helped to produce short-term returns that are not typical and may not continue in the future. Investment returns and principal value will vary, and shares may be worth more or less at redemption than at original purchase. Performance shown is as of date indicated, and current performance may be lower or higher than the performance data quoted. To obtain performance as of the most recent month end, please visit www.americanbeaconfunds.com or call 1-800-967-9009. Fund performance in the table above does not reflect the deduction of taxes a shareholder would pay on distributions or the redemption of shares. A portion of the fees charged to the Institutional Class of the Fund was waived through 2004. Performance prior to waiving fees was lower than the actual returns shown for periods through 2004.
2.	Fund performance for the five-year and ten-year period represents the total returns achieved by the Institutional Class from 4/30/01 up to 3/1/10, the inception date of the Y Class, and the returns of the Y Class since its inception. Expenses of the Y Class are higher than those of the Institutional Class. As a result, total returns shown may be higher than they would have been had the Y Class been in existence since 4/30/01. A portion of the fees charged to the Y Class of the Fund was waived in 2011. Performance prior to waiving fees was lower than the actual returns shown.
3.	Fund performance for the ten-year period represents the total returns achieved by the Institutional Class from 4/30/01 up to 3/1/02, the inception date of the Investor Class, and the returns of the Investor Class since its inception. Expenses of the Investor Class are higher than those of the Institutional Class. As a result, total returns shown may be higher than they would have been had the Investor Class been in existence since 4/30/01.
4.	Fund performance for the five-year and ten-year periods represents the total returns achieved by the Institutional Class from 4/30/01 up to 9/4/07, the inception date of the AMR Class, and the returns of the AMR Class since its inception. Expenses of the AMR Class are lower than those of the Institutional Class. As a result, total returns shown may be lower than they would have been had the AMR Class been in existence since 4/30/01.
5.	Fund performance for the one-year, five-year, and ten-year periods represent the returns achieved by the Institutional Class from 4/30/01 through 3/1/02, and the returns of the Investor Class from 3/1/02 up to 5/17/10, the inception date of the A Class, and the returns of the A Class since its inception. Expenses of the A Class are higher than those of the Institutional and Investor Classes. As a result, total returns shown may be higher than they would have been had the A Class been in existence since 4/30/01. A portion of the fees charged to the A Class of the Fund was waived since 2010. Performance prior to waiving fees was lower than the actual returns shown since 2010. The maximum sales charge for A Class is 4.75%.
6.	Fund performance for the one-year, five-year, and ten-year periods represent the returns achieved by the Institutional Class from 4/30/01 through 3/1/02, and the returns of the Investor Class from 3/1/02 up to 9/1/10, the inception date of the C Class, and the returns of the C Class since its inception. Expenses of the C Class are higher than those of the Institutional and Investor Classes. As a result, total returns shown may be higher than they would have been had the C Class been in existence since 4/30/01. A portion of the fees charged to the C Class of the Fund was waived since 2010. Performance prior to waiving fees was lower than the actual returns shown since 2010. The maximum contingent deferred sales charge for C Class is 1.00% for shares redeemed within one year of the date of purchase.
7.	The JPMorgan Global High-Yield Index (“JPMorgan Index”) is an unmanaged index of fixed income securities with a maximum credit rating of BB+ or Ba1. Issues must be publicly registered or issued under Rule 144A under the Securities Act of 1933, with a minimum issue size of $75 million (par amount). A maximum of two issues per issuer are included in the JPMorgan Index. Convertible bonds, preferred stock, and floating-rate bonds are excluded from the JPMorgan Index. The Lipper High Current Yield Funds Index tracks the results of the 30 largest mutual funds in the Lipper High Current Yield Funds category. Lipper is an independent mutual fund research and ranking service. One cannot directly invest in an index.
8.	The total annual Fund operating expense ratio set forth in the most recent Fund prospectus for the Institutional, Y, Investor, A, C, and AMR Class shares was 0.80%, 0.83%, 1.05%, 1.31%, 2.06%, and 0.55%, respectively. The expense ratios above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.

     The Fund outperformed the Index over the six-month period from an industry perspective due to issue selection and allocation, and from a credit quality perspective due to allocation, as issue selection detracted from relative performance for the period.

     From an industry standpoint, issue selections in the Health, Insurance-Property & Casualty, and Other Industrial industries contributed most significantly to the Fund’s

5

Performance Overview
American Beacon High Yield Bond Fund^SM
April 30, 2011 (Unaudited)

outperformance, despite losing value through selections in the Energy-Services industry.

     From an industry allocation perspective, the Fund benefited from overweighting the Gaming industry (up 8.8%) and the Retail-Drug industry (up 11.4%). Underweighting the Consumer Finance industry (up 10.2%) and overweighting the Auto Manufacturing industry (down 0.1%) detracted from relative performance.

     From a credit quality perspective, issue selections in the CCC-rated credit group detracted from performance.

     From a credit quality allocation perspective, overweighting the CCC-rated credit group (up 9.4%) and underweighting the BB-rated credit group (up 4.2%) led to the Fund’s relative outperformance, but the Fund lost value through overweighting the A-rated group (down 1.5%).

     The sub-advisors’ “bottom-up”, research intensive investment process, which focuses on companies with strong cash flow and fundamental credit strength, remains in place.

Top Ten Holdings

	% of
	Net Assets
RITE AID Corp., 9.750%, Due 6/12/2016		1.0	%
CIT Group, Inc., 7.000%, Due 5/1/2017		1.0	%
HCA, Inc., 9.625%, Due 11/15/2016		0.9	%
Visant Corp., 10.000%, Due 10/1/2017		0.9	%
Enterprise Products Operating LLC, 7.034%, Due 1/15/2068		0.9	%
MacDermid, Inc., 9.500%, Due 4/15/2017		0.8	%
Energy XXI Gulf Coast, Inc., 9.250%, Due 12/15/2017		0.8	%
Caesars Entertainment Operating Co, Inc., 11.250%, Due 6/1/2017		0.8	%
DISH DBS Corp., 7.125%, Due 2/1/2016		0.8	%
Petco Animal Supplies, Inc., 9.250%, Due 12/1/2018		0.7	%

Sector Allocation

	% of
	Fixed Income
Corporate		99.1	%
Convertibles		0.9	%

Sector Allocation

	% of
	Equities
Financials		39.0	%
Telecommunication Services		30.2	%
Rights/Warrants		16.5	%
Consumer Discretionary		14.3	%

6

Performance Overview
American Beacon Retirement Income and Appreciation Fund^SM
April 30, 2011 (Unaudited)

     The Y Class of the Retirement Income and Appreciation Fund returned 2.24% for the six months ended April 30, 2011. Its benchmark, a blend of 75% Barclays Capital Aggregate and 25% BofA Merrill Lynch All U.S. Convertibles Index, returned 2.82%. The Fund’s peer group, the Lipper Intermediate Investment Grade Index, returned 0.86% for the same period.

	Annualized Total Returns
	Periods Ended 4/30/11
										Since
										Incep.
	6 Months*			1 Year			5 Years			(7/1/03)
Y Class (1,2,7)		2.24	%		7.58	%		6.01	%		5.02	%
Investor Class(1,7)		2.12	%		7.35	%		5.98	%		4.99	%
A Class with sales charge (1,3,7)		-2.82	%		2.20	%		4.95	%		4.34	%
A Class without sales charge (1,3,7)		2.04	%		7.30	%		5.97	%		4.99	%
C Class with sales charge (1,4,7)		0.78	%		5.81	%		5.87	%		4.93	%
C Class without sales charge (1,4,7)		1.78	%		6.81	%		5.87	%		4.93	%
Retirement Income and Appreciation Composite Index(6)		2.82	%		8.04	%		6.34	%		5.36	%
Barclays Capital Aggregrate Index (5)		0.02	%		5.36	%		6.33	%		4.79	%
BofA Merrill Lynch All U.S.Convertibles Index (5)		11.55	%		15.87	%		5.88	%		7.36	%
Lipper Intermediate Investment Grade Index (5)		0.86	%		6.78	%		6.11	%		4.70	%

* Not annualized

1.	Performance shown is historical and may not be indicative of future returns. Investment returns and principal value will vary, and shares may be worth more or less at redemption than at original purchase. Performance shown is as of date indicated, and current performance may be lower or higher than the performance data quoted. To obtain performance as of the most recent month end, please visit www.americanbeaconfunds.com or call 1-800-967-9009. Fund performance in the table above does not reflect the deduction of taxes a shareholder would pay on distributions or the redemption of shares.
2.	Fund performance for the five-year and since inception period represent the returns achieved by the Investor Class from 7/1/03 up to 3/1/10, the inception date of the Y Class, and the returns of the Y Class since its inception. Expenses of the Y Class are lower than those of the Investor Class. As a result, total returns shown may be lower than they would have been had the Y Class been in existence since 7/1/03. A portion of the fees charged to the Y Class of the Fund was waived in 2011. Performance prior to waiving fees was lower than the actual returns shown.
3.	Fund performance for the one-year, five-year, and since inception periods represent the returns achieved by the Investor Class from 7/1/03 up to 5/17/10, the inception date of the A Class and the returns of the A Class since its inception. Expenses of the A Class are higher than those of the Investor Class. As a result, total returns shown may be higher than they would have been had the A Class been in existence since 7/1/03. A portion of the fees charged to the A Class of the Fund was waived since 2010. Performance prior to waiving fees was lower than the actual returns shown since 2010. The maximum sales charge for A Class is 4.75%.
4.	Fund performance for the one-year, five-year, and since inception periods represent the returns achieved by the Investor Class from 7/1/03 up to 9/1/10, the inception date of the C Class and the returns of the C Class since its inception. Expenses of the C Class are higher than those of the Investor Class. As a result, total returns shown may be higher than they would have been had the C Class been in existence since 7/1/03. A portion of the fees charged to the C Class of the Fund was waived since 2010. Performance prior to waiving fees was lower than the actual returns shown since 2010. The maximum contingent deferred sales charge for Class is 1.00% for shares redeemed within one year of the date of purchase.
5.	The Barclays Capital Aggregate Index represents returns of the Barclays Capital Gov./Credit Intermediate Index (“Intermediate Index”) up to October 31, 2006 and the Barclays Capital Aggregate Index (“Aggregate Index”) thereafter. The Intermediate Index is an unmanaged index of investment grade corporate and government debt issues with maturities between one and ten years. The Aggregate Index is a market value weighted index of government, corporate, mortgage-backed and asset-backed fixed-rate debt securities of all maturities. The BofA Merrill Lynch All U.S. Convertibles Index is an unmanaged index of domestic securities of all quality grades that are convertible into U.S. dollar-denominated common stock, ADRs or cash equivalents. The Lipper Intermediate Investment Grade Index tracks the results of the 30 largest mutual funds in the Lipper Intermediate Investment Grade category. Lipper is an independent mutual fund research and ranking service. One cannot directly invest in an index.
6.	To reflect the Fund’s allocation of its assets between investment grade fixed-income securities and convertible securities, the returns of the Barclays Capital Aggregate Index and the BofA Merrill Lynch All U.S. Convertibles Index have been combined in a 75%/25% proportion.
7.	The total annual Fund operating expense ratio set forth in the most recent Fund prospectus for the Investor, Y, A and C, Class shares was 1.09%, 0.81%, 1.21% and 2.01%, respectively. The expense ratio above may vary from the expense ratio presented in other sections of this report that is based on expenses incurred during the period covered by this report.

     The Fund’s assets have been allocated approximately 75% to American Beacon Advisors, Inc. (the “Manager”) that invests primarily in income producing, short- and intermediate-term investment grade bonds and 25% to a sub-advisor that invests in securities including convertible bonds, convertible preferreds, high yield bonds, and equities in order to try to enhance the return of the overall Fund.

7

Performance Overview
American Beacon Retirement Income and Appreciation Fund^SM
April 30, 2011 (Unaudited)

     During the six-month period, the investment grade bond portion of the Fund returned -0.03% before expenses underperforming the 0.02% return for the Barclays Capital Aggregate Index. This portion of the Fund lagged as exposure to U.S. Treasuries and the Fund’s selection among Commercial Mortgage-Backed securities negatively impacted returns.

     The remaining portion of the Fund, managed by the Fund’s sub-advisor, returned 10.51% before expenses. These results trailed the 11.55% return of the BofA Merrill Lynch All U.S. Convertibles Index. This portion of the Fund’s investment in higher quality securities, relative to its benchmark, detracted from performance during the period. The most speculative, lower quality convertible issues performed better in the period. This portion of the Fund was also hurt by security selection within the Health Care and Technology sectors.

     The Manager and the Fund’s sub-advisor remain focused on the Fund’s investment objectives of generating income and capital appreciation.

Top Ten Holdings

	% of
	Net Assets
Freddie Mac Gold Pool, 4.500%, Due 2/1/2041		1.4	%
Freddie Mac Gold Pool, 4.000%, Due 1/1/2041		1.2	%
EMC Corp., 1.750%, Due 12/1/2013		1.1	%
Fannie Mae Pool, 4.50%, Due 1/1/2040		1.0	%
Freddie Mac Gold Pool, 5.000%, Due 9/1/2035		0.9	%
Societe Generale, 1.326%, Due 4/11/2014		0.8	%
Fannie Mae Pool, 4.000%, Due 9/1/2040		0.7	%
Bank of America Corp., 7.625%, Due 6/1/2019		0.7	%
American Express Credit Account Master Trust, 5.350%, Due 1/15/2014		0.7	%
General Electric Capital Corp., 0.503%, Due 1/8/2016		0.7	%

Sector Allocation

	% of
	Fixed Income
Corporate		39.2	%
U.S. Treasury		22.7	%
Mortgage-Backed		15.7	%
Convertibles		13.1	%
Asset-Backed		3.5	%
Commercial Mortgage-Backed Securities		3.3	%
Convertible Obligations		2.1	%
Other Government		0.4	%

Sector Allocation

	% of
	Equities
Energy		27.2	%
Information Technology.		26.0	%
Financials		14.9	%
Consumer Staples		11.4	%
Industrials		9.0	%
Materials		4.5	%
Commingled Fund		3.5	%
Health Care		3.5	%

8

Performance Overview
American Beacon Intermediate Bond Fund^SM
April 30, 2011 (Unaudited)

     The Institutional Class of the Intermediate Bond Fund returned -0.07% for the six months ended April 30, 2011, trailing the Barclays Capital Aggregate Index (“Index”) return of 0.02% and the Lipper Intermediate Investment Grade Debt Funds Index return of 0.86% for the same period.

	Annualized Total Returns
	Periods Ended 4/30/11
	6 Months*			1 Year			5 Years			10 Years
Institutional Class(1,5)		-0.07	%		5.06	%		6.61	%		5.71	%
Y Class (1,2,5)		0.14	%		5.15	%		6.63	%		5.72	%
Investor Class (1,3,5)		-0.31	%		4.56	%		6.38	%		5.59	%
A Class with sales charge (1,4,7)		-5.12	%		-0.59	%		5.30	%		5.05	%
A Class without sales charge (1,4,7)		-0.41	%		4.33	%		6.33	%		5.57	%
C Class with sales charge (1,5,7)		-1.76	%		2.95	%		6.25	%		5.53	%
C Class without sales charge (1,5,7)		-0.76	%		3.95	%		6.25	%		5.53	%
Barclays Capital Agg. Index (6)		0.02	%		5.36	%		6.33	%		5.74	%
Lipper Intermediate Inv. Grade Index (6)		0.86	%		6.78	%		6.11	%		5.55	%

* Not annualized

1.	Performance shown is historical and may not be indicative of future returns. Investment returns and principal value will vary, and shares may be worth more or less at redemption than at original purchase. Performance shown is as of date indicated, and current performance may be lower or higher than the performance data quoted. To obtain performance as of the most recent month end, please visit www.americanbeaconfunds.com or call 1-800-967-9009. Fund performance in the table above does not reflect the deduction of taxes a shareholder would pay on distributions or the redemption of shares. Performance shown reflects the Fund’s receipt in December 2006 and March 2008 of class action proceeds that were related to investment activity in 2002. The Fund’s performance was higher than it would have been absent receipt of the settlement proceeds.
2.	Fund performance for the five-year and ten-year period represents the returns achieved by the Institutional Class from 4/30/01 up to 3/1/10, the inception date of the Y Class, and the returns of the Y Class since its inception. Expenses of the Y Class are higher than those of the Institutional Class. As a result, total returns shown may be higher than they would have been had the Y Class been in existence since 4/30/01. A portion of the fees charged to the Y Class of the Fund was waived since 2010. Performance prior to waiving fees was lower than the actual returns shown since 2010.
3.	Fund performance represents the total returns achieved by the Institutional Class up to 3/2/09, the inception date of the Investor Class, and the returns of the Investor Class since its inception. Expenses of the Investor Class are higher than those of the Institutional Class. As a result, total returns shown may be higher than they would have been had the Investor Class been in existence since 4/30/01. A portion of the fees charged to the Investor Class of the Fund was waived since 2009. Performance prior to waiving fees was lower than the actual returns shown since 2009.
4.	Fund performance for the one-year, five-year, and ten-year period represents the total returns achieved by the Institutional Class from 4/30/01 through 3/2/09, the Investor Class from 3/2/09 up to 5/17/10, the inception date of the A Class, and the returns of the A Class since its inception. Expenses of the A Class are higher than those of the Institutional and Investor Classes. As a result, total returns shown may be higher than they would have been had the A Class been in existence since 4/30/01. A portion of the fees charged to the A Class of the Fund was waived since 2010. Performance prior to waiving fees was lower than the actual returns shown since 2010. The maximum sales charge for A Class is 4.75%.
5.	Fund performance for the one-year, five-year, and ten-year period represents the total returns achieved by the Institutional Class from 4/30/01 through 3/2/09, the Investor Class from 3/2/09 up to 9/1/10, the inception date of the C Class, and the returns of the C Class since its inception. Expenses of the C Class are higher than those of the Institutional and Investor Classes. As a result, total returns shown may be higher than they would have been had the C Class been in existence since 4/30/01. A portion of the fees charged to the C Class of the Fund was waived since 2010. Performance prior to waiving fees was lower than the actual returns shown since 2010. The maximum contingent deferred sales charge is 1.00% for shares redeemed within one year of the date of purchase.
6.	The Barclays Capital Aggregate Index is a market value weighted index of government, corporate, mortgage-backed and asset-backed fixed-rate debt securities of all maturities. The Lipper Intermediate Investment Grade Index tracks the results of the 30 largest mutual funds in the Lipper Intermediate Investment Grade category. Lipper is an independent mutual fund research and ranking service. One cannot directly invest in an index.
7.	The total annual Fund operating expense ratios set forth in the most recent Fund prospectus for the Institutional, Y, Investor, A and C Class shares was 0.34%, 0.68%, 0.84%, 1.06, and 1.83%, respectively. The expense ratios above may vary from the expense ratios presented in other sections of this report that is based on expenses incurred during the period covered by this report.

     Prior to the impact of expenses, the Fund outperformed the Index entirely due to sector allocation as security selection detracted value relative to the Index.

     The Fund’s two times overweighting in the Corporate sector contributed most to relative returns from a sector allocation perspective. A significant underweighting in U.S. Treasuries also added value. From a security selection standpoint, the Fund’s underperformance was primarily due to exposure to U.S. Treasuries and poor selection among Commercial Mortgage-Backed securities.

     The Fund’s investment managers remain focused on a conservative approach toward investing in the bond market and on issuer-specific opportunities.

9

Performance Overview
American Beacon Intermediate Bond Fund^SM
April 30, 2011 (Unaudited)

Top Ten Holdings

	% of
	Net Assets
Freddie Mac Gold Pool, 5.00%, Due 4/1/2040		1.6	%
Fannie Mae Pool, 5.00%, Due 5/1/2040		1.4	%
Fannie Mae Pool, 4.500%, Due 3/1/2025		1.2	%
Fannie Mae Pool, 4.50%, Due 1/1/2040		1.2	%
Freddie Mac Gold Pool, 5.00%, Due 5/1/2040		1.0	%
Fannie Mae Pool, 5.50%, Due 6/1/2040		0.9	%
Fannie Mae Pool, 4.50%, Due 6/1/2025		0.9	%
The Bear Stearns Cos., Inc., 7.25%, Due 2/1/2018		0.8	%
Fannie Mae Pool, 5.00%, Due 1/1/2041		0.8	%
Fannie Mae Pool, 4.50%, Due 8/1/2040		0.8	%

Sector Allocation

	% of
	Fixed Income
Corporate		45.1	%
Mortgage-Backed		25.5	%
U.S. Treasury		21.5	%
Commercial Mortgage Backed Securities		4.0	%
Asset-Backed		3.2	%
Agency		0.4	%
Other Government		0.3	%

10

Performance Overview
American Beacon Short-Term Bond Fund^SM
April 30, 2011 (Unaudited)

     The Institutional Class of the Short-Term Bond Fund (“Fund”) returned 0.24% for the six months ended April 30, 2011, which underperformed the BofA Merrill Lynch 1-3 Year Gov/Corp Index (“Index”) return of 0.34% and the Lipper Short Investment Grade Bond Funds Index (“Lipper”) return of 0.73%.

	Annualized Total Returns
	Periods Ended 4/30/11
	6 Months*			1 Year			5 Years			10 Years
Institutional Class(1,4)		0.24	%		2.35	%		4.24	%		3.91	%
Y Class (1,2,4)		0.18	%		2.16	%		4.22	%		3.90	%
Investor Class(1,4)		0.13	%		1.90	%		3.81	%		3.44	%
A Class with sales charge (1,3,6)		-2.57	%		-0.84	%		3.26	%		3.16	%
A Class without sales charge (1,3,6)		-0.05	%		1.74	%		3.78	%		3.42	%
C Class with sales charge (1,4,6)		-1.37	%		0.35	%		3.70	%		3.38	%
C Class without sales charge (1,4,6)		-0.37	%		1.35	%		3.70	%		3.38	%
Lipper Short Inv. Grade Index(3)		0.73	%		3.29	%		3.83	%		3.44	%
BofA Merrill Lynch 1-3 Yr. Gov./Corp. Index(3)		0.34	%		2.26	%		4.46	%		4.02	%

* Not annualized

1.	Performance shown is historical and may not be indicative of future returns. Investment returns and principal value will vary, and shares may be worth more or less at redemption than at original purchase. Performance shown is as of date indicated, and current performance may be lower or higher than the performance data quoted. To obtain performance as of the most recent month end, please visit www.americanbeaconfunds.com or call 1-800-967-9009. Fund performance in the table above does not reflect the deduction of taxes a shareholder would pay on distributions or the redemption of shares. A portion of the fees charged to the Investor Class of the Fund has been waived. Performance prior to waiving fees was lower than the actual returns shown. Performance shown reflects the Fund’s receipt in December 2006 and March 2008 of class action proceeds that were related to investment activity in 2002. The Fund’s performance was higher than it would have been absent receipt of the settlement proceeds.
2.	Fund performance for the five-year and ten-year period represents the total returns achieved by the Institutional Class from 4/30/01 up to 3/1/10, the inception date of the Y Class, and the returns of the Y Class since its inception. Expenses of the Y Class are higher than those of the Institutional Class. As a result, total returns shown may be higher than they would have been had the Y Class been in existence since 4/30/01. A portion of the fees charged to the Y Class of the Fund was waived since 2010. Performance prior to waiving fees was lower than the actual returns shown since 2010.
3.	Fund performance for the one-year, five-year, and ten-year period represents the total returns achieved by the Investor Class from 4/30/01 up to 5/17/10, the inception date of the A Class, and the returns of the A Class since its inception. Expenses of the A Class are higher than those of the Investor Class. As a result, total returns shown may be higher than they would have been had the A Class been in existence since 4/30/01. A portion of the fees charged to the A Class of the Fund was waived since 2010. Performance prior to waiving fees was lower than the actual returns shown since 2010. The maximum sales charge for A Class is 2.50%.
4.	Fund performance for the one-year, five-year, and ten-year period represents the total returns achieved by the Investor Class from 4/30/01 up to 9/1/10, the inception date of the C Class, and the returns of the C Class since its inception. Expenses of the C Class are higher than those of the Investor Class. As a result, total returns shown may be higher than they would have been had the C Class been in existence since 4/30/01. A portion of the fees charged to the C Class of the Fund was waived since 2010. Performance prior to waiving fees was lower than the actual returns shown since 2010. The maximum contingent deferred sales charge is 1.00% for shares redeemed within one year of the date of purchase.
5.	The BofA Merrill Lynch 1-3 Yr. Gov./Corp. Index is a market value weighted performance benchmark for government and corporate fixed-rate debt securities with maturities between one and three years. The Lipper Short Investment Grade Bond Funds Index tracks the results of the 30 largest mutual funds in the Lipper Short Investment Grade Bond Funds category. Lipper is an independent mutual fund research and ranking service. One cannot directly invest in an index.
6.	The total annual Fund operating expense ratio set forth in the most recent Fund prospectus for the Institutional, Y, Investor, A and C Class shares was 0.35%, 0.65%, 0.86%, 1.02%, and 2.05%, respectively. The expense ratios above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.

     Gross of expenses, the Fund outperformed the Index for the period, but expenses brought the return below that of the Index.

     During the period, the Fund was overweight in the Corporate and Asset-Backed sectors, which outperformed Treasuries and Agencies during the period as the credit markets continued to recover following the improving economy. The largest Corporate overweight position was in the Financial sector, which performed very well. Industrials had the next highest allocation and returns. The Asset-Backed holdings were comprised of credit card, auto and equipment receivables and did not include any residential mortgages. The Fund generally maintains overweight positions in the Corporate and Asset-Backed sectors to generate incremental yield-to-maturity compared to the Index.

     Also during the period, the Fund’s duration was shorter than that of the Index which helped as interest rates rose. To protect the Fund from an ultimate rise in rates that will inevitably accompany the economic recovery, we intend to keep the Fund’s duration within approximately 20% of the Index duration until interest rate hikes by

11

Performance Overview
American Beacon Short-Term Bond Fund^SM
April 30, 2011 (Unaudited)

the Federal Reserve Bank become more imminent.

     Relative to Lipper, the Fund’s underperformance during the period was primarily attributable to the high-yield exposure in the Lipper peer group. The high yield sector continued to perform extraordinarily well as the credit markets improved, and the Fund’s lack of high-yield exposure significantly accounted for its relative underperformance.

     In the mean time, we continue to look for opportunity in this low interest rate environment and strive to protect the Fund from an eventual rise in rates. We will also maintain our conservative approach towards credit risk and seek to outperform over the long term on a risk-adjusted basis.

Top Ten Holdings

	% of
	Net Assets
GE Capital Credit Card Master Note Trust, 3.690%, Due 7/15/2015		2.3	%
Ally Master Owner Trust, 1.969%, Due 1/15/2015		1.8	%
Government National Mortgage Association, 1.864%, Due 8/16/2031		1.8	%
Ford Credit Floorplan Master Owner Trust, 1.769%, Due 9/15/2014		1.7	%
ING Bank N.V., 1.359%, Due 3/15/2013		1.6	%
Nissan Master Owner Trust Receivables, 1.405%, Due 1/15/2015		1.6	%
Government National Mortgage Association, 2.450%, Due 7/16/2038		1.6	%
Verizon Communications, Inc., 0.918%, Due 3/28/2014		1.6	%
Government National Mortgage Association, 2.210%, Due 11/16/2034		1.6	%
Government National Mortgage Association, 2.210%, Due 12/16/2035		1.6	%

Sector Allocation

	% of
	Fixed Income
Corporate		50.0	%
Asset-Backed		21.0	%
Mortgage-Backed		16.2	%
U.S. Treasury		11.0	%
Commercial Mortgage Backed Securities		1.8	%

12

Fund Expenses
American Beacon Funds
April 30, 2011 (Unaudited)

Fund Expense Example

     As a shareholder of a Fund, you incur two types of costs: (1) transaction costs, including redemption fees if applicable, and (2) ongoing costs, including management fees, administrative service fees, and other Fund expenses. The examples below are intended to help you understand the ongoing cost (in dollars) of investing in a particular Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The examples are based on an investment of $1,000 invested at the beginning of the period in each Class and held for the entire period from November 1, 2010 through April 30, 2011.

Actual Expenses

     The following tables provide information about actual account values and actual expenses. You may use the information on this page, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the “Expenses Paid During Period” for the applicable Fund to estimate the expenses you paid on your account during this period. Shareholders that invest in a Fund through an IRA may be subject to a custodial IRA fee of $15 that is typically deducted each December. If your account was subject to a custodial IRA fee during the period, your costs would have been $15 higher.

	High Yield			Intermediate			Short-Term
Institutional Class	Bond Fund			Bond Fund			Bond Fund
Beginning Account Value 11/1/10	$	1,000.00		$	1,000.00		$	1,000.00
Ending Account Value 4/30/11	$	1,068.06		$	999.30		$	1,002.37
Expenses Paid During Period 11/1/10-4/30/11 *	$	4.22		$	1.58		$	1.56
Annualized Expense Ratio		0.82	%		0.32	%		0.31	%

				Retirement
				Income and
	High Yield			Appreciation			Intermediate			Short-Term
Y Class	Bond Fund			Fund			Bond Fund			Bond Fund
Beginning Account Value 11/1/10	$	1,000.00		$	1,000.00		$	1,000.00		$	1,000.00
Ending Account Value 4/30/11	$	1,068.29		$	1,022.36		$	1001.41		$	1,001.83
Expenses Paid During Period 11/1/10-4/30/11 *	$	4.31		$	4.18		$	3.22		$	3.21
Annualized Expense Ratio		0.84	%		0.83	%		0.65	%		0.65	%

				Retirement
				Income and
	High Yield			Appreciation			Intermediate			Short-Term
Investor Class	Bond Fund			Fund			Bond Fund			Bond Fund
Beginning Account Value 11/1/10	$	1,000.00		$	1,000.00		$	1,000.00		$	1,000.00
Ending Account Value 4/30/11	$	1,066.53		$	1,021.21		$	996.93		$	1,001.28
Expenses Paid During Period 11/1/10-4/30/11 *	$	5.49		$	5.49		$	3.91		$	3.76
Annualized Expense Ratio		1.07	%		1.10	%		0.79	%		0.76	%

				Retirement
				Income and
	High Yield			Appreciation			Intermediate			Short-Term
A Class	Bond Fund			Fund			Bond Fund			Bond Fund
Beginning Account Value 11/1/10	$	1,000.00		$	1,000.00		$	1,000.00		$	1,000.00
Ending Account Value 4/30/11	$	1,065.22		$	1,020.37		$	995.93		$	999.52
Expenses Paid During Period 11/1/10-4/30/11 *	$	5.75		$	5.96		$	4.86		$	4.09
Annualized Expense Ratio		1.12	%		1.19	%		0.98	%		0.83	%

				Retirement
				Income and
	High Yield			Appreciation			Intermediate			Short-Term
C Class	Bond Fund			Fund			Bond Fund			Bond Fund
Beginning Account Value 11/1/10	$	1,000.00		$	1,000.00		$	1,000.00		$	1,000.00
Ending Account Value 4/30/11	$	1,062.71		$	1,017.84		$	992.40		$	996.26
Expenses Paid During Period 11/1/10-4/30/11 *	$	9.30		$	9.91		$	8.45		$	7.80
Annualized Expense Ratio		1.82	%		1.98	%		1.71	%		1.58	%

	High Yield
AMR Class	Bond Fund
Beginning Account Value 11/1/10	$	1,000.00
Ending Account Value 4/30/2011	$	1,069.38
Expenses Paid During Period 11/1/10-4/30/11 *	$	2.90
Annualized Expense Ratio		0.57	%

13

Fund Expenses
American Beacon Funds
April 30, 2011 (Unaudited)

Hypothetical Example for Comparison Purposes

     The following tables provide information about hypothetical account values and hypothetical expenses based on a Fund’s actual expense ratio and an assumed 5% per year rate of return before expenses (not the Fund’s actual return). You may compare the ongoing costs of investing in a particular Fund with other funds by contrasting this 5% hypothetical example and the 5% hypothetical examples that appear in the shareholder reports of the other funds. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. Shareholders that invest in a Fund through an IRA may be subject to a custodial IRA fee of $15 that is typically deducted each December. If your account was subject to a custodial IRA fee during the period, your costs would have been $15 higher.

     You should also be aware that the expenses shown in the table highlight only your ongoing costs and do not reflect any transaction costs charged by a Fund, such as redemption fees as applicable. Similarly, the expense examples for other funds do not reflect any transaction costs charged by those funds, such as sales charges (loads), redemption fees or exchange fees. Therefore, the following tables are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. If you were subject to any transaction costs during the period, your costs would have been higher.

	High Yield			Intermediate			Short-Term
Institutional Class	Bond Fund			Bond Fund			Bond Fund
Beginning Account Value 11/1/10	$	1,000.00		$	1,000.00		$	1,000.00
Ending Account Value 4/30/11	$	1,020.72		$	1,023.22		$	1,023.24
Expenses Paid During Period 11/1/10-4/30/11 *	$	4.12		$	1.60		$	1.58
Annualized Expense Ratio		0.82	%		0.32	%		0.31	%

				Retirement
				Income and
	High Yield			Appreciation			Intermediate			Short-Term
Y Class	Bond Fund			Fund			Bond Fund			Bond Fund
Beginning Account Value 11/1/10	$	1,000.00		$	1,000.00		$	1,000.00		$	1,000.00
Ending Account Value 4/30/11	$	1,020.62		$	1,020.66		$	1,021.58		$	1,021.58
Expenses Paid During Period 11/1/10-4/30/11 *	$	4.21		$	4.18		$	3.25		$	3.24
Annualized Expense Ratio		0.84	%		0.83	%		0.65	%		0.65	%

				Retirement
				Income and
	High Yield			Appreciation			Intermediate			Short-Term
Investor Class	Bond Fund			Fund			Bond Fund			Bond Fund
Beginning Account Value 11/1/10	$	1,000.00		$	1,000.00		$	1,000.00		$	1,000.00
Ending Account Value 4/30/11	$	1,019.48		$	1,019.36		$	1,020.88		$	1,021.03
Expenses Paid During Period 11/1/10-4/30/11 *	$	5.37		$	5.49		$	3.95		$	3.80
Annualized Expense Ratio		1.07	%		1.10	%		0.79	%		0.76	%

				Retirement
				Income and
	High Yield			Appreciation			Intermediate			Short-Term
A Class	Bond Fund			Fund			Bond Fund			Bond Fund
Beginning Account Value 11/1/10	$	1,000.00		$	1,000.00		$	1,000.00		$	1,000.00
Ending Account Value 4/30/11	$	1,019.22		$	1,018.89		$	1,019.93		$	1,020.70
Expenses Paid During Period 11/1/10-4/30/11 *	$	5.63		$	5.96		$	4.92		$	4.14
Annualized Expense Ratio		1.12	%		1.19	%		0.98	%		0.83	%

				Retirement
				Income and
	High Yield			Appreciation			Intermediate			Short-Term
C Class	Bond Fund			Fund			Bond Fund			Bond Fund
Beginning Account Value 11/1/10	$	1,000.00		$	1,000.00		$	1,000.00		$	1,000.00
Ending Account Value 4/30/11	$	1,015.78		$	1,014.97		$	1,016.31		$	1,016.98
Expenses Paid During Period 11/1/10-4/30/11 *	$	9.09		$	9.90		$	8.55		$	7.88
Annualized Expense Ratio		1.82	%		1.98	%		1.71	%		1.58	%

	High Yield
AMR Class	Bond Fund
Beginning Account Value 11/1/10	$	1,000.00
Ending Account Value 4/30/11	$	1,021.99
Expenses Paid During Period 11/1/10-4/30/11 *	$	2.83
Annualized Expense Ratio		0.57	%

* Expenses are equal to the Fund’s annualized expense ratio for the six-month period multiplied by the average account value over the period, multiplied by the number derived by dividing the number of days in the most recent fiscal half-year ( 181 ) by days in the year ( 365 ) to reflect the half-year period.

14

American Beacon High Yield Bond Fund
Schedule of Investments
April 30, 2011 (Unaudited)

			Value
	Shares		($000)
COMMON STOCKS - 0.63%
COMMUNICATIONS- 0.28%
Communications - 0.21%
Charter Communications, Inc.	$	9,435	$	308
				308
Media - 0.07%
Dex One Corp.A		23,761		100
SuperMedia, Inc.A		1,037		5
				105
CONSUMER DISCRETIONARY- 0.14%
Automobiles - 0.14%
General Motors Co.A		6,092		196
FINANCIALS- 0.05%
Finance - 0.05%
Marsico Holdings LLCA		13,199		66
RIGHTS/WARRANTS- 0.16%
Rights/Warrants - 0.16%
General Motors Co.,A B
Due 7/10/2016A B		5,538		128
Due 7/10/2019A B		5,538		99
Total Common Stocks (Cost $2,464)				902
PREFERRED STOCKS - 0.33%
FINANCIALS- 0.33%
Diversified Financials - 0.01%
Federal Home Loan Mortgage Corp.		10,000		20
Finance - 0.32%
Ally Financial, Inc.		11,759		449
				449
Total Preferred Stocks (Cost $541)				469

	Par Amount	Value
	($000)	($000)
CORPORATE OBLIGATIONS - 93.97%
Finance - 10.71%
Alliant Holdings I, Inc., 11.00%, Due 5/1/2015C	575	608
Ally Financial, Inc.,
6.875%, Due 8/28/2012	600	631
8.00%, Due 12/31/2018	300	332
7.50%, Due 9/15/2020C	300	327
Bank of America Corp., 8.125%, Due 12/29/2049	800	865
Bank of New York Mellon SA Institucion de Banca Multiple, 9.625%, Due 5/2/2021C	275	277
Bank One Capital III, 8.75%, Due 9/1/2030	420	536
CIT Group, Inc.,
7.00%, Due 5/1/2017	1,400	1,411
6.625%, Due 4/1/2018C	100	107
Diversey Holdings, Inc., 10.50%, Due 5/15/2020E	600	699
E*Trade Financial Corp., 12.50%, Due 11/30/2017E	275	328
Fontainebleau Las Vegas Holdings LLC, 10.25%, Due 6/15/2015C F	1,800	1
Forest City Enterprises, Inc., 7.625%, Due 6/1/2015	600	588
Harbinger Group, Inc., 10.625%, Due 11/15/2015C	300	309
HUB International Holdings, Inc., 10.25%, Due 6/15/2015C	825	858
International Lease Finance Corp., 5.65%, Due 6/1/2014	1,000	1,019
iPayment Holdings, Inc., 10.25%, Due 5/15/2018C	325	328
Liberty Mutual Group, Inc., 10.75%, Due 6/15/2058C D	735	1,000
Marsico Holdings LLC / Marsico Co Notes Corp., 10.625%, Due 1/15/2020C E	805	644
MBNA Capital A, 8.278%, Due 12/1/2026	625	644
MetLife, Inc., 10.75%, Due 8/1/2039	300	423
Nationwide Mutual Insurance Co., 9.375%, Due 8/15/2039C	500	629
Needle Merger Sub Corp., 8.125%, Due 3/15/2019C	300	308

See accopanying notes

15

American Beacon High Yield Bond Fund
Schedule of Investments
April 30, 2011 (Unaudited)

	Par Amount		Value
	($000)		($000)
Nuveen Investments, Inc., 10.50%, Due 11/15/2015	$	350	$	364
Oppenheimer Holdings, Inc., 8.75%, Due 4/15/2018C		275		287
Orascom Telecom Finance SCA, 7.875%, Due 2/8/2014C		660		673
UPCB Finance III Ltd., 6.625%, Due 7/1/2020C		800		787
Yanlord Land Group Ltd., 10.625%, Due 3/29/2018C		300		308
				15,291
Industrials - 76.30%
Abengoa Finance SAU, 8.875%, Due 11/1/2017C		700		711
Accuride Corp., 9.50%, Due 8/1/2018		310		346
Advanced Micro Devices, Inc.,
8.125%, Due 12/15/2017		200		212
7.75%, Due 8/1/2020		300		313
AEP Industries, Inc., 8.25%, Due 4/15/2019C		400		410
Allison Transmission, Inc., 7.125%, Due 5/15/2019C		575		582
American Petroleum Tankers Parent LLC / AP Tankers Co., 10.25%, Due 5/1/2015C		679		720
Aquilex Holdings LLC/Aquilex Finance Corp., 11.125%, Due 12/15/2016		250		258
ARAMARK Holdings Corp., 8.625%, Due 5/1/2016C E		100		103
Ardagh Packaging Finance plc, 9.125%, Due 10/15/2020C		250		276
Atkore International, Inc., 9.875%, Due 1/1/2018C		415		451
Avaya, Inc., 7.00%, Due 4/1/2019C		700		693
Aviv Healthcare Properties LP, 7.75%, Due 2/15/2019C		500		528
Berry Petroleum Co., 10.25%, Due 6/1/2014		397		462
Blue Merger Sub, Inc., 7.625%, Due 2/15/2019C		400		410
Boart Longyear Management Pty Ltd., 7.00%, Due 4/1/2021C		100		104
BreitBurn Energy Partners LP / BreitBurn Finance Corp., 8.625%, Due 10/15/2020		400		426
Brickman Group Holdings, Inc., 9.125%, Due 11/1/2018C		435		455
Brightstar Corp., 9.50%, Due 12/1/2016C		635		679
Brown Shoe Co, Inc., 7.125%, Due 5/15/2019C		140		140
Buccaneer Merger Sub, Inc., 9.125%, Due 1/15/2019C		300		322
Building Materials Corp of America, 6.75%, Due 5/1/2021C		180		182
Cablevision Systems Corp., 8.625%, Due 9/15/2017		500		560
Caesars Entertainment Operating Co, Inc.,
10.75%, Due 2/1/2016		750		739
11.25%, Due 6/1/2017		1,000		1,139
Calumet Specialty Products Partners LP/Calumet Finance Corp., 9.375%, Due 5/1/2019C		310		324
CCH II LLC / CCH II Capital Corp., 13.50%, Due 11/30/2016		400		483
CCO Holdings LLC / CCO Holdings Capital Corp., 7.25%, Due 10/30/2017		300		320
CDW LLC / CDW Finance Corp.,
11.50%, Due 10/12/2015E		214		233
8.50%, Due 4/1/2019C		500		505
CEDC Finance Corp International, Inc., 9.125%, Due 12/1/2016C		950		918
Cemex SAB de CV, 9.00%, Due 1/11/2018C		500		518
Cengage Learning Acquisitions, Inc., 10.50%, Due 1/15/2015C		625		642
Central Garden and Pet Co., 8.25%, Due 3/1/2018		445		469
Cenveo Corp., 8.875%, Due 2/1/2018		475		477
CEVA Group plc,
11.625%, Due 10/1/2016C		100		111
8.375%, Due 12/1/2017C		100		104
11.50%, Due 4/1/2018C		500		546
Chaparral Energy, Inc.,
9.875%, Due 10/1/2020C		600		678
8.25%, Due 9/1/2021C		500		529
CHC Helicopter S.A., 9.25%, Due 10/15/2020C		940		920
Chesapeake Energy Corp.,
6.625%, Due 8/15/2020		900		969
6.125%, Due 2/15/2021		100		103
Citadel Broadcasting Corp., 7.75%, Due 12/15/2018C		300		325
Clayton Williams Energy, Inc., 7.75%, Due 4/1/2019C		690		692
Clear Channel Communications, Inc., 9.00%, Due 3/1/2021C		900		915
Clearwire Communications LLC/Clearwire Finance, Inc., 12.00%, Due 12/1/2017C		410		444
ClubCorp Club Operations, Inc., 10.00%, Due 12/1/2018C		500		511
CMA CGM S.A., 8.50%, Due 4/15/2017C		280		276

See accompanying notes

16

American Beacon High Yield Bond Fund
Schedule of Investments
April 30, 2011 (Unaudited)

	Par Amount		Value
	($000)		($000)
Coffeyville Resources LLC / Coffeyville Finance, Inc., 10.875%, Due 4/1/2017C	$	560	$	638
Colt Defense LLC / Colt Finance Corp., 8.75%, Due 11/15/2017C		730		610
CommScope, Inc., 8.25%, Due 1/15/2019C		300		316
Community Health Systems, Inc., 8.875%, Due 7/15/2015		200		205
Consol Energy, Inc.,
8.00%, Due 4/1/2017		770		851
8.25%, Due 4/1/2020		365		407
CRC Health Corp., 10.75%, Due 2/1/2016		675		689
Cricket Communications, Inc., 7.75%, Due 10/15/2020		1,030		1,051
Cumulus Media, Inc., 7.75%, Due 5/1/2019C		100		100
Dave & Buster’s, Inc., 11.00%, Due 6/1/2018		600		656
Dean Foods Co., 9.75%, Due 12/15/2018C		600		623
Digicel Group Ltd., 9.125%, Due 1/15/2015C		475		494
DISH DBS Corp., 7.125%, Due 2/1/2016		1,100		1,171
DJO Finance LLC / DJO Finance Corp., 7.75%, Due 4/15/2018C		100		103
DynCorp International, Inc., 10.375%, Due 7/1/2017C		980		1,048
eAccess Ltd., 8.25%, Due 4/1/2018C		400		406
Energy XXI Gulf Coast, Inc., 9.25%, Due 12/15/2017C		1,105		1,203
EnergySolutions Inc / EnergySolutions LLC, 10.75%, Due 8/15/2018C		575		638
Equinox Holdings, Inc., 9.50%, Due 2/1/2016C		125		134
Euramax International, Inc., 9.50%, Due 4/1/2016C		400		416
EVERTEC, Inc., 11.00%, Due 10/1/2018C		600		647
Expro Finance Luxembourg SCA, 8.50%, Due 12/15/2016C		800		782
FAGE Dairy Industry SA / FAGE USA Dairy Industry, Inc., 9.875%, Due 2/1/2020C		815		823
First Data Corp.,
9.875%, Due 9/24/2015		526		544
8.25%, Due 1/15/2021C		224		223
12.625%, Due 1/15/2021C		374		410
FMG Resources August 2006 Pty Ltd.,
7.00%, Due 11/1/2015C		300		317
6.875%, Due 2/1/2018C		400		422
Ford Motor Credit Co LLC,
6.625%, Due 8/15/2017		600		661
5.00%, Due 5/15/2018		560		560
8.125%, Due 1/15/2020		900		1,068
Freescale Semiconductor, Inc.,
8.875%, Due 12/15/2014		200		209
10.75%, Due 8/1/2020C		500		575
Frontier Communications Corp.,
8.25%, Due 4/15/2017		200		217
8.50%, Due 4/15/2020		300		325
8.75%, Due 4/15/2022		400		433
GCI, Inc., 8.625%, Due 11/15/2019		370		408
Giant Funding Corp., 8.25%, Due 2/1/2018C		300		311
Goodrich Petroleum Corp., 8.875%, Due 3/15/2019C		500		505
HCA Holdings, Inc., 7.75%, Due 5/15/2021C		200		209
HCA, Inc., 9.625%, Due 11/15/2016E		1,200		1,288
Helix Energy Solutions Group, Inc., 9.50%, Due 1/15/2016C		330		350
Hilcorp Energy I LP/Hilcorp Finance Co., 8.00%, Due 2/15/2020C		500		536
Hyva Global BV, 8.625%, Due 3/24/2016C		200		206
IASIS Healthcare LLC / IASIS Capital Corp., 8.375%, Due 5/15/2019C		375		381
Ineos Finance plc, 9.00%, Due 5/15/2015C		200		219
Ineos Group Holdings plc, 8.50%, Due 2/15/2016C		600		621
Intelsat Jackson Holdings S.A.,
11.25%, Due 6/15/2016		600		638
7.25%, Due 10/15/2020C		100		101
7.50%, Due 4/1/2021C		500		508
Intelsat Luxembourg S.A., 11.25%, Due 2/4/2017		625		682
International Coal Group, Inc., 9.125%, Due 4/1/2018		430		487
inVentiv Health, Inc., 10.00%, Due 8/15/2018C		625		666
Jarden Corp.,
7.50%, Due 5/1/2017		700		752
6.125%, Due 11/15/2022		100		100

See accompanying notes

17

American Beacon High Yield Bond Fund
Schedule of Investments
April 30, 2011 (Unaudited)

	Par Amount		Value
	($000)		($000)
JBS Finance II Ltd., 8.25%, Due 1/29/2018C	$	165	$	171
JBS USA LLC/JBS USA Finance, Inc., 11.625%, Due 5/1/2014		375		439
Kabel BW Erste Beteiligungs GmbH / Kabel Baden-Wurttemberg GmbH & Co KG, 7.50%, Due 3/15/2019C		650		666
Key Energy Services, Inc., 6.75%, Due 3/1/2021		520		534
Liberty Tire Recycling, 11.00%, Due 10/1/2016C		425		476
Linn Energy LLC/Linn Energy Finance Corp.,
8.625%, Due 4/15/2020		700		774
7.75%, Due 2/1/2021C		670		718
M/I Homes, Inc., 8.625%, Due 11/15/2018C		500		498
MacDermid, Inc., 9.50%, Due 4/15/2017C		1,125		1,197
Mandalay Resort Group, 7.625%, Due 7/15/2013		500		503
Marina District Finance Co, Inc., 9.875%, Due 8/15/2018C		300		322
MedAssets, Inc., 8.00%, Due 11/15/2018C		300		308
Media General, Inc., 11.75%, Due 2/15/2017		300		305
Meritor, Inc., 10.625%, Due 3/15/2018		500		566
MetroPCS Wireless, Inc., 7.875%, Due 9/1/2018		400		431
MGM Resorts International, 6.625%, Due 7/15/2015		1,000		963
Michaels Stores, Inc., 7.75%, Due 11/1/2018C		600		620
Midwest Gaming Borrower LLC / Midwest Finance Corp., 11.625%, Due 4/15/2016C		625		669
Midwest Vanadium Pty Ltd., 11.50%, Due 2/15/2018C		415		431
Momentive Performance Materials, Inc., 9.00%, Due 1/15/2021C		465		501
Mylan, Inc., 7.875%, Due 7/15/2020C		700		774
Nalco Co., 6.625%, Due 1/15/2019C		465		479
NBTY, Inc., 9.00%, Due 10/1/2018C		225		245
NCL Corp Ltd.,
11.75%, Due 11/15/2016		400		469
9.50%, Due 11/15/2018C		200		213
NES Rentals Holdings, Inc., 12.25%, Due 4/15/2015C		300		300
NewPage Corp., 11.375%, Due 12/31/2014		700		697
NII Capital Corp., 7.625%, Due 4/1/2021		310		328
Norske Skogindustrier ASA, 6.125%, Due 10/15/2015C		1,100		968
Nortek, Inc., 8.50%, Due 4/15/2021C		95		95
Novasep Holding SAS, 9.75%, Due 12/15/2016C		280		158
Novelis, Inc., 8.75%, Due 12/15/2020		400		447
NPC International, Inc., 9.50%, Due 5/1/2014		625		638
NXP BV / NXP Funding LLC, 9.75%, Due 8/1/2018C		300		347
OnCure Holdings, Inc., 11.75%, Due 5/15/2017		650		676
OPTI Canada, Inc.,
9.00%, Due 12/15/2012C		100		101
9.75%, Due 8/15/2013C		300		303
8.25%, Due 12/15/2014		645		343
Oshkosh Corp., 8.50%, Due 3/1/2020		410		457
Packaging Dynamics Corp., 8.75%, Due 2/1/2016C		200		207
Peabody Energy Corp., 7.375%, Due 11/1/2016		800		902
Petco Animal Supplies, Inc., 9.25%, Due 12/1/2018C		990		1,068
Petrohawk Energy Corp., 10.50%, Due 8/1/2014		700		802
PharmaNet Development Group, Inc., 10.875%, Due 4/15/2017C		300		332
Pilgrim’s Pride Corp., 7.875%, Due 12/15/2018C		425		398
Pinnacle Entertainment, Inc., 7.50%, Due 6/15/2015		800		816
Pinnacle Foods Finance LLC / Pinnacle Foods Finance Corp.,
9.25%, Due 4/1/2015		800		836
10.625%, Due 4/1/2017		400		430
Pittsburgh Glass Works LLC, 8.50%, Due 4/15/2016C		970		1,013
Plains Exploration & Production Co.,
10.00%, Due 3/1/2016		800		904
6.625%, Due 5/1/2021		210		211
Pokagon Gaming Authority, 10.375%, Due 6/15/2014C		600		619
Prestige Brands, Inc., 8.25%, Due 4/1/2018		630		673
Quicksilver Resources, Inc.,
8.25%, Due 8/1/2015		300		318
9.125%, Due 8/15/2019		500		549
Quiksilver, Inc., 6.875%, Due 4/15/2015		405		399

See accompanying notes

18

American Beacon High Yield Bond Fund
Schedule of Investments
April 30, 2011 (Unaudited)

	Par Amount		Value
	($000)		($000)
QVC, Inc., 7.50%, Due 10/1/2019C	$	320	$	340
RBS Global Inc / Rexnord LLC, 8.50%, Due 5/1/2018		800		868
Regal Cinemas Corp., 8.625%, Due 7/15/2019		350		377
Reliance Intermediate Holdings LP, 9.50%, Due 12/15/2019C		610		673
Reynolds Group Issuer Inc / Reynolds Group Issuer LLC / Reynolds Group Issuer Lu,
8.50%, Due 5/15/2018C		900		926
9.00%, Due 4/15/2019C		450		474
8.25%, Due 2/15/2021C		100		102
Rite Aid Corp.,
9.75%, Due 6/12/2016		1,255		1,412
8.00%, Due 8/15/2020		100		108
Rotech Healthcare, Inc., 10.50%, Due 3/15/2018C		375		380
Ryerson, Inc., 12.00%, Due 11/1/2015		295		319
SandRidge Energy, Inc.,
8.00%, Due 6/1/2018C		800		846
7.50%, Due 3/15/2021C		415		437
Shingle Springs Tribal Gaming Authority, 9.375%, Due 6/15/2015C		400		280
Simmons Foods, Inc., 10.50%, Due 11/1/2017C		500		539
Sitel LLC / Sitel Finance Corp., 11.50%, Due 4/1/2018		400		377
Smurfit Kappa Treasury Funding Ltd., 7.50%, Due 11/20/2025		900		875
Solo Cup Co., 8.50%, Due 2/15/2014		300		263
Spectrum Brands Holdings, Inc., 9.50%, Due 6/15/2018C		325		363
Sprint Capital Corp., 8.75%, Due 3/15/2032		780		854
Sprint Nextel Corp., 8.375%, Due 8/15/2017		800		897
Station Casinos, Inc.,
6.875%, Due 3/1/2016F		500		0
7.75%, Due 8/15/2016F		500		0
SunGard Data Systems, Inc.,
10.25%, Due 8/15/2015		100		105
7.625%, Due 11/15/2020C		600		626
Telesat Canada / Telesat LLC, 12.50%, Due 11/1/2017		500		595
The Goodyear Tire & Rubber Co, 8.25%, Due 8/15/2020		800		889
The Hertz Corp,
7.50%, Due 10/15/2018C		400		420
6.75%, Due 4/15/2019C		400		408
The Manitowoc Co Inc,
9.50%, Due 2/15/2018		600		672
8.50%, Due 11/1/2020		100		110
Ticketmaster Entertainment LLC / Ticketmaster Noteco, Inc., 10.75%, Due 8/1/2016.		700		766
Titan International, Inc., 7.875%, Due 10/1/2017C		440		473
Trans Union LLC/TransUnion Financing Corp., 11.375%, Due 6/15/2018		300		347
Trimas Corp., 9.75%, Due 12/15/2017		200		220
Tutor Perini Corp., 7.625%, Due 11/1/2018C		440		449
tw telecom holdings, Inc., 8.00%, Due 3/1/2018		325		353
Uncle Acquisition 2010 Corp., 8.625%, Due 2/15/2019C		450		478
United Rentals North America, Inc., 8.375%, Due 9/15/2020		520		554
United Surgical Partners International, Inc., 9.25%, Due 5/1/2017E		700		741
Univision Communications, Inc.,
6.875%, Due 5/15/2019C		475		477
7.875%, Due 11/1/2020C		500		533
Virgolino de Oliveira Finance Ltd., 10.50%, Due 1/28/2018C		400		431
Visant Corp., 10.00%, Due 10/1/2017		1,220		1,317
WCA Waste Corp., 9.25%, Due 6/15/2014		800		822
West Corp., 7.875%, Due 1/15/2019C		800		824
Wind Acquisition Finance S.A.,
11.75%, Due 7/15/2017C E		475		552
7.25%, Due 2/15/2018C		325		344
Wind Acquisition Holdings Finance S.A., 12.25%, Due 7/15/2017C		227		280
WMG Acquisition Corp., 9.50%, Due 6/15/2016		800		852
Yonkers Racing Corp., 11.375%, Due 7/15/2016C		750		825
				108,956
Utilities - 6.96%

See accompanying notes

19

American Beacon High Yield Bond Fund
Schedule of Investments
April 30, 2011 (Unaudited)

	Par Amount		Value
	($000)		($000)
Calpine Corp.,
7.875%, Due 7/31/2020C	$	200	$	216
7.50%, Due 2/15/2021C		600		635
Copano Energy LLC / Copano Energy Finance Corp., 7.125%, Due 4/1/2021		200		205
Crosstex Energy LP / Crosstex Energy Finance Corp., 8.875%, Due 2/15/2018		500		546
Dynegy Holdings, Inc., 8.375%, Due 5/1/2016		300		260
El Paso Corp., 7.00%, Due 6/15/2017		800		887
Elwood Energy LLC, 8.159%, Due 7/5/2026		631		614
Energy Future Holdings Corp., 5.55%, Due 11/15/2014		410		359
Energy Future Intermediate Holding Co LLC / EFIH Finance, Inc., 10.00%, Due 12/1/2020		308		331
Energy Transfer Equity LP, 7.50%, Due 10/15/2020		275		301
Enterprise Products Operating LLC, 7.034%, Due 1/15/2068		1,210		1,276
Genesis Energy LP/Genesis Energy Finance Corp., 7.875%, Due 12/15/2018C		435		442
Inergy LP/Inergy Finance Corp., 7.00%, Due 10/1/2018C		410		433
MarkWest Energy Partners LP / MarkWest Energy Finance Corp., 6.75%, Due 11/1/2020		500		516
Martin Midstream Partners LP / Martin Midstream Finance Corp., 8.875%, Due 4/1/2018		820		877
Regency Energy Partners LP/Regency Energy Finance Corp.,
9.375%, Due 6/1/2016		475		540
6.875%, Due 12/1/2018		45		48
Targa Resources Partners LP / Targa Resources Partners Finance Corp., 6.875%, Due 2/1/2021C		440		438
Texas Competitive Electric Holdings Co LLC / TCEH Finance, Inc.,
10.25%, Due 11/1/2015		300		194
11.50%, Due 10/1/2020C		400		411
15.00%, Due 4/1/2021C		400		354
The AES Corp, 9.75%, Due 4/15/2016		50		58
				9,941
Total Corporate Obligations (Cost $126,026)				134,188
CONVERTIBLE OBLIGATIONS - 0.88%
Finance - 0.26%
E*Trade Financial Corp., %, Due 8/31/2019		240		377
Hotels, Restaurants & Leisure - 0.62%
Horizon Lines, Inc., 4.25%, Due 8/15/2012		1,025		875
Total Convertible Obligations (Cost $1,080)				1,252

	Shares
SHORT-TERM INVESTMENTS - 3.05% (Cost $4,361)
JPMorgan U.S. Government Money Market Fund		4,361,232		4,361
TOTAL INVESTMENTS - 98.86% (Cost $134,473)				141,172
OTHER ASSETS, NET OF LIABILITIES - 1.14%				1,632
TOTAL NET ASSETS - 100.00%			$	142,804
Percentages are stated as a percent of net assets.

A	Non-income producing security.
B	Warrant
C	Security exempt from registration under the Securities Act of 1933. These securities may be resold to qualified institutional buyers pursuant to Rule 144A. At the period end, the value of these securities amounted to $68,470 or 47.95% of net assets. The Fund has no right to demand registration of these securities.
D	The coupon rate shown on floating or adjustable rate securities represents the rate at period end. The due date on these types of securities reflects the final maturity date.
E	Is Payment in Kind.
F	Non-income producing, issuer is in default.

See accompanying notes

20

American Beacon Retirement Income and Appreciation Fund
Schedule of Investments
April 30, 2011 (Unaudited)

			Value
	Shares		($000)
COMMON STOCKS - 5.93%
COMMINGLED FUND- 0.28%
Commingled Fund - 0.28%
MetLife, Inc.		4,800	$	420
ENERGY- 1.62%
Energy Equipment & Services - 1.04%
Baker Hughes, Inc.		5,500		426
Helmerich & Payne, Inc.		8,000		530
Noble Corp.		9,500		409
Superior Energy Services, Inc.A		5,500		211
				1,576
Oil & Gas - 0.58%
Occidental Petroleum Corp.		3,800		434
Suncor Energy, Inc.		9,500		438
				872
FINANCIALS- 0.60%
Diversified Financials - 0.60%
Affiliated Managers Group, Inc.A		3,700		404
T Rowe Price Group, Inc.		7,700		494
HEALTH CARE- 0.28%
Health Care Equipment & Supplies - 0.28%
Covidien plc		7,500		418
INDUSTRIALS- 0.72%
Aerospace & Defense - 0.13%
United Technologies Corp.		2,150		193
Industrial Conglomerates - 0.31%
Siemens AGB		3,250		473
Machinery - 0.28%
Eaton Corp.		7,800		418
INFORMATION TECHNOLOGY- 2.07%
Communications Equipment - 0.20%
Cisco Systems, Inc.		17,000		299
IT Consulting & Services - 0.29%
Accenture plc		7,770		444
Semiconductor Equipment & Products - 0.69%
Applied Materials, Inc.		28,000		439
QUALCOMM, Inc.		10,600		603
				1,042
Software - 0.89%
Autodesk, Inc.		9,500		427
Microsoft Corp.		12,000		312
Oracle Corp.		17,000		613
				1,352
MATERIALS- 0.36%
Metals & Mining - 0.36%
Barrick Gold Corp.		10,700		546
Total Common Stocks (Cost $7,857)				8,951
CONVERTIBLE PREFERRED STOCKS - 0.65%
CONSUMER STAPLES- 0.44%
Food Products - 0.44%
Bunge Ltd.		6,058		651
FINANCIALS- 0.21%
Diversified Financials - 0.21%
Wells Fargo & Co.		300		324
Total Convertible Preferred Stocks (Cost $749)				975
PREFERRED STOCKS - 1.41%
CONSUMER STAPLES- 0.48%
Food Products - 0.48%
Archer-Daniels-Midland Co.		15,350		719

See accompanying notes

21

American Beacon Retirement Income and Appreciation Fund
Schedule of Investments
April 30, 2011 (Unaudited)

			Value
	Shares		($000)
ENERGY- 0.55%
Energy - 0.55%
Apache Corp.		11,750	$	826
FINANCIALS- 0.38%
Diversified Financials - 0.38%
AMG Capital Trust I		4,150		204
Vale Capital II		4,000		374
Total Preferred Stocks (Cost $1,619)				2,123

	Par Amount		Value
	($000)		($000)
CORPORATE OBLIGATIONS - 33.54%
Finance - 15.73%
AEGON Funding Co., LLC, 5.75%, Due 12/15/2020		250		265
American Express Credit Corp., 2.75%, Due 9/15/2015		125		125
American International Group, Inc., 6.40%, Due 12/15/2020		575		629
ANZ National Int’l Ltd/London, 2.375%, Due 12/21/2012C		300		305
Bank of America Corp.,
7.80%, Due 9/15/2016		600		692
7.625%, Due 6/1/2019		875		1,032
Bank One Corp., 4.90%, Due 4/30/2015		250		266
Barclays Bank plc,
3.90%, Due 4/7/2015		290		304
6.75%, Due 5/22/2019		300		343
BNP Paribas, 3.60%, Due 2/23/2016		280		285
Citigroup, Inc.,
1.235%, Due 4/1/2014D		300		300
0.591%, Due 11/5/2014D		300		292
6.125%, Due 11/21/2017		275		305
8.50%, Due 5/22/2019		750		934
CME Group, Inc., 5.40%, Due 8/1/2013		230		251
Cooperatieve Centrale Raiffeisen-Boerenleenbank BA/Netherlands, 4.20%, Due 5/13/2014C		200		214
Credit Suisse/New York NY, 5.30%, Due 8/13/2019		250		268
Danske Bank A/S, 1.331%, Due 4/14/2014C D		600		600
Deutsche Bank AG/London, 3.875%, Due 8/18/2014		275		289
Fifth Third Bancorp, 3.625%, Due 1/25/2016		275		279
General Electric Capital Corp.,
0.493%, Due 1/8/2016D		1,033		1,001
5.625%, Due 5/1/2018		250		274
6.00%, Due 8/7/2019		300		334
5.50%, Due 1/8/2020		350		376
HSBC Finance Corp., 0.528%, Due 1/15/2014D		850		838
ING Bank N.V., 5.125%, Due 5/1/2015C		300		310
Janus Capital Group, Inc., 6.70%, Due 6/15/2017D		125		137
JPMorgan Chase & Co.,
3.70%, Due 1/20/2015		500		519
6.00%, Due 1/15/2018		175		195
5.50%, Due 10/15/2040		250		250
JPMorgan Chase Bank NA, 0.640%, Due 6/13/2016C D		375		360
Leucadia National Corp.,
8.125%, Due 9/15/2015		100		111
7.125%, Due 3/15/2017		192		202
Lincoln National Corp., 4.75%, Due 2/15/2014		105		111
Lloyds TSB Bank plc, 4.375%, Due 1/12/2015C		300		310
Mellon Funding Corp., 0.463%, Due 5/15/2014D		250		249
Merrill Lynch & Co, Inc., 6.11%, Due 1/29/2037		275		269
MetLife Institutional Funding II, 1.201%, Due 4/4/2014C D		800		802
MetLife, Inc., 6.375%, Due 6/15/2034		250		277
Monumental Global Funding III, 0.478%, Due 1/15/2014C D		300		290
Morgan Stanley,
0.758%, Due 10/15/2015D		900		867
7.30%, Due 5/13/2019		280		321

See accompanying notes

22

American Beacon Retirement Income and Appreciation Fund
Schedule of Investments
April 30, 2011 (Unaudited)

	Par Amount		Value
	($000)		($000)
5.625%, Due 9/23/2019	$	250	$	260
National Australia Bank Ltd., 4.375%, Due 12/10/2020C		250		244
Nationwide Building Society, 5.50%, Due 7/18/2012C		450		472
Nordea Bank AB,
2.50%, Due 11/13/2012C		250		255
4.875%, Due 1/27/2020C		250		259
PNC Funding Corp., 4.375%, Due 8/11/2020		260		262
Pricoa Global Funding I, 5.40%, Due 10/18/2012C		150		159
Prudential Financial, Inc., 7.375%, Due 6/15/2019		250		298
Societe Generale,
2.20%, Due 9/14/2013C		250		252
1.326%, Due 4/11/2014C D		1,200		1,202
The Bear Stearns Cos., Inc., 7.25%, Due 2/1/2018		500		587
The Goldman Sachs Group, Inc.,
5.35%, Due 1/15/2016		475		515
6.25%, Due 9/1/2017		550		612
6.00%, Due 6/15/2020		135		146
The Travelers Cos Inc, 3.90%, Due 11/1/2020		130		126
UBS AG/Stamford CT, 5.875%, Due 12/20/2017		275		307
Wachovia Corp.,
0.648%, Due 10/15/2016D		600		568
5.75%, Due 2/1/2018		475		530
Wells Fargo & Co., 5.625%, Due 12/11/2017		275		307
				23,742
Industrials - 15.71%
Advanced Micro Devices, Inc.,
8.125%, Due 12/15/2017		130		137
7.75%, Due 8/1/2020		175		182
America Movil SAB de CV, 6.375%, Due 3/1/2035		275		299
American Axle & Manufacturing, Inc., 7.875%, Due 3/1/2017		272		279
American Honda Finance Corp.,
4.625%, Due 4/2/2013C		325		345
3.875%, Due 9/21/2020C		125		122
Anheuser-Busch InBev Worldwide, Inc.,
5.00%, Due 4/15/2020		290		311
8.00%, Due 11/15/2039		100		137
Apache Corp., 5.10%, Due 9/1/2040		130		125
AT&T, Inc.,
5.625%, Due 6/15/2016		200		225
5.50%, Due 2/1/2018		400		441
6.80%, Due 5/15/2036		125		138
6.40%, Due 5/15/2038		125		133
Bio-Rad Laboratories, Inc., 8.00%, Due 9/15/2016		275		306
BP Capital Markets plc, 3.20%, Due 3/11/2016		280		282
Burlington Northern Santa Fe LLC,
5.75%, Due 3/15/2018		325		367
5.75%, Due 5/1/2040		140		144
Calfrac Holdings LP, 7.50%, Due 12/1/2020C		375		393
Canadian National Railway Co., 5.55%, Due 5/15/2018		250		280
Canadian Natural Resources Ltd., 6.25%, Due 3/15/2038		275		303
Caterpillar Financial Services Corp.,
1.90%, Due 12/17/2012		100		102
4.25%, Due 2/8/2013		250		265
2.75%, Due 6/24/2015		280		288
Cellco Partnership / Verizon Wireless Capital LLC, 3.75%, Due 5/20/2011		270		270
Coca-Cola Refreshments USA, Inc., 7.375%, Due 3/3/2014		150		175
Comcast Cable Communications Holdings, Inc., 8.375%, Due 3/15/2013		109		123
Comcast Corp., 6.55%, Due 7/1/2039		300		324
Comstock Resources, Inc., 8.375%, Due 10/15/2017		300		317
Concho Resources Inc/Midland TX, 8.625%, Due 10/1/2017		275		304
ConocoPhillips,
4.60%, Due 1/15/2015		200		220

See accompanying notes

23

American Beacon Retirement Income and Appreciation Fund
Schedule of Investments
April 30, 2011 (Unaudited)

	Par Amount		Value
	($000)		($000)
5.20%, Due 5/15/2018	$	325	$	362
CSX Corp., 5.50%, Due 4/15/2041		250		246
CVS Caremark Corp., 3.25%, Due 5/18/2015		140		144
Daimler Finance North America LLC,
5.75%, Due 9/8/2011		250		254
3.00%, Due 3/28/2016C		150		151
DISH DBS Corp., 7.875%, Due 9/1/2019		300		325
EOG Resources, Inc., 2.50%, Due 2/1/2016		250		247
Exide Technologies, 8.625%, Due 2/1/2018C		350		375
France Telecom S.A., 2.125%, Due 9/16/2015		125		124
GlaxoSmithKline Capital, Inc., 5.65%, Due 5/15/2018		125		142
Hanesbrands, Inc., 8.00%, Due 12/15/2016		300		326
Hewlett-Packard Co., 2.20%, Due 12/1/2015		250		248
Holly Corp., 9.875%, Due 6/15/2017		140		158
Home Depot, Inc., 4.40%, Due 4/1/2021		300		302
iGate Corp., 9.00%, Due 5/1/2016C		300		308
International Business Machines Corp., 7.625%, Due 10/15/2018		150		190
Jabil Circuit, Inc., 8.25%, Due 3/15/2018		325		373
Jarden Corp.,
7.50%, Due 5/1/2017		30		32
7.50%, Due 1/15/2020		120		128
Johnson Controls, Inc., 5.00%, Due 3/30/2020		300		318
Kellogg Co., 4.25%, Due 3/6/2013		250		264
Liberty Media LLC, 8.25%, Due 2/1/2030		450		437
McKesson Corp., 3.25%, Due 3/1/2016		140		143
MEMC Electronic Materials, Inc., 7.75%, Due 4/1/2019C		358		372
Norfolk Southern Corp., 5.75%, Due 4/1/2018		325		369
Northrop Grumman Corp., 5.05%, Due 8/1/2019		150		161
Oshkosh Corp.,
8.25%, Due 3/1/2017		50		55
8.50%, Due 3/1/2020		125		139
Perry Ellis International, Inc., 7.875%, Due 4/1/2019		210		219
Petrobras International Finance Co. — Pifco, 3.875%, Due 1/27/2016		200		203
Petroleos Mexicanos, 6.00%, Due 3/5/2020		300		321
Quest Diagnostics, Inc., 4.75%, Due 1/30/2020		125		128
Qwest Capital Funding, Inc., 7.75%, Due 2/15/2031		250		267
Royal Caribbean Cruises Ltd., 7.50%, Due 10/15/2027		500		500
Seagate HDD Cayman, 6.875%, Due 5/1/2020C		350		355
Service Corp International, 7.00%, Due 5/15/2019		225		239
SESI LLC, 6.875%, Due 6/1/2014		435		444
Shell International Finance BV, 3.10%, Due 6/28/2015		280		290
Simon Property Group LP, 10.35%, Due 4/1/2019		300		417
Spirit Aerosystems, Inc., 7.50%, Due 10/1/2017		450		489
Swift Energy Co., 7.125%, Due 6/1/2017		375		384
Telefonica Emisiones SAU, 6.421%, Due 6/20/2016		300		338
Terex Corp., 8.00%, Due 11/15/2017		125		132
The Boeing Co, 1.875%, Due 11/20/2012		250		255
Thomson Reuters Corp., 4.70%, Due 10/15/2019		125		133
Time Warner Cable, Inc., 5.85%, Due 5/1/2017		300		334
Time Warner, Inc.,
4.875%, Due 3/15/2020		150		155
4.75%, Due 3/29/2021		325		331
Triumph Group, Inc., 8.00%, Due 11/15/2017		300		320
Tyco International Finance S.A., 3.75%, Due 1/15/2018		275		276
Union Pacific Corp., 7.875%, Due 1/15/2019		300		380
United Technologies Corp., 6.125%, Due 7/15/2038		165		186
UnitedHealth Group, Inc., 3.875%, Due 10/15/2020		250		243
Verizon Communications, Inc.,
5.50%, Due 4/1/2017		250		281
4.60%, Due 4/1/2021		340		347
6.90%, Due 4/15/2038		325		372
Vodafone Group plc, 6.15%, Due 2/27/2037		275		300
Wal-Mart Stores, Inc., 7.55%, Due 2/15/2030		250		322

See accompanying notes

24

American Beacon Retirement Income and Appreciation Fund
Schedule of Investments
April 30, 2011 (Unaudited)

	Par Amount		Value
	($000)		($000)
WESCO Distribution, Inc., 7.50%, Due 10/15/2017	$	450	$	466
Xerox Corp.,
5.65%, Due 5/15/2013		75		81
8.25%, Due 5/15/2014		150		176
				23,714
Other Government - 0.38%
Province of Ontario Canada,
4.10%, Due 6/16/2014		300		324
3.15%, Due 12/15/2017		250		253
				577
Utilities - 1.72%
Commonwealth Edison Co., 4.00%, Due 8/1/2020		135		132
Consolidated Edison Co of New York, Inc., 5.50%, Due 12/1/2039		300		308
Duke Energy Carolinas LLC, 5.10%, Due 4/15/2018		250		275
EDF S.A., 4.60%, Due 1/27/2020C		300		310
FirstEnergy Solutions Corp., 4.80%, Due 2/15/2015		150		159
Midamerican Energy Holdings Co., 6.125%, Due 4/1/2036		275		295
Pacific Gas & Electric Co.,
6.25%, Due 12/1/2013		175		194
3.50%, Due 10/1/2020		250		235
Progress Energy, Inc., 4.875%, Due 12/1/2019		250		264
TransCanada PipeLines Ltd., 6.10%, Due 6/1/2040		140		150
Virginia Electric and Power Co., 5.40%, Due 4/30/2018		250		277
				2,599
Total Corporate Obligations (Cost $47,892)				50,632
CONVERTIBLE OBLIGATIONS - 12.93%
Basic Materials - 0.84%
Goldcorp, Inc., 2.00%, Due 8/1/2014		225		300
Newmont Mining Corp.,
3.00%, Due 2/15/2012		50		65
1.25%, Due 7/15/2014		425		585
1.625%, Due 7/15/2017		220		311
				1,261
Communications - 1.74%
Anixter International, Inc., 1.00%, Due 2/15/2013		610		805
Omnicom Group, Inc., 0.000%, Due 7/1/2038		400		446
priceline.com, Inc., 1.25%, Due 3/15/2015C		300		561
Symantec Corp., 1.00%, Due 6/15/2013		660		814
				2,626
Convertible Obligations - 1.82%
Chesapeake Energy Corp., 2.75%, Due 11/15/2035		700		815
General Cable Corp., 0.875%, Due 11/15/2013		400		462
Illumina, Inc., 0.25%, Due 3/15/2016C		775		798
Rovi Corp., 2.625%, Due 2/15/2040		99		122
SYNNEX Corp., 4.00%, Due 5/15/2018		275		359
Xilinx, Inc., 3.125%, Due 3/15/2037		150		184
				2,740
Energy - 0.12%
SESI LLC, 1.50%, Due 12/15/2026		175		182
Finance - 0.56%
Janus Capital Group, Inc., 3.25%, Due 7/15/2014		340		408
Leucadia National Corp., 3.75%, Due 4/15/2014		250		444
				852
Health Care - 0.23%
LifePoint Hospitals, Inc., 3.50%, Due 5/15/2014		325		350
Industrials - 2.41%
Alpha Natural Resources, Inc., 2.375%, Due 4/15/2015		300		398
Danaher Corp., 0.01%, Due 1/22/2021		370		591
Hologic, Inc., 2.00%, Due 12/15/2037D		660		796
Molson Coors Brewing Co., 2.50%, Due 7/30/2013		150		172
ON Semiconductor Corp., 2.625%, Due 12/15/2026		300		368

See accompanying notes

25

American Beacon Retirement Income and Appreciation Fund
Schedule of Investments
April 30, 2011 (Unaudited)

	Par Amount		Value
	($000)		($000)
Stanley Black & Decker, Inc., 0.01%, Due 5/17/2012D	$	275	$	332
The Interpublic Group of Cos Inc,
4.25%, Due 3/15/2023		425		478
4.75%, Due 3/15/2023		90		111
Tyson Foods, Inc., 3.25%, Due 10/15/2013		300		398
				3,644
Pharmaceuticals - 1.63%
Endo Pharmaceuticals Holdings, Inc., 1.75%, Due 4/15/2015		250		358
Gilead Sciences, Inc., 1.625%, Due 5/1/2016C		625		696
Life Technologies Corp., 1.50%, Due 2/15/2024		246		289
Mylan, Inc., 1.25%, Due 3/15/2012		705		806
Salix Pharmaceuticals Ltd., 2.75%, Due 5/15/2015		275		314
				2,463
Technology - 3.58%
CACI International, Inc., 2.125%, Due 5/1/2014		230		288
EMC Corp/Massachusetts, 1.75%, Due 12/1/2013		900		1,623
Intel Corp., 3.25%, Due 8/1/2039C		500		636
Linear Technology Corp., 3.00%, Due 5/1/2027		295		319
Microsoft Corp., %, Due 6/15/2013C		300		313
Navistar International Corp., 3.00%, Due 10/15/2014		300		456
SanDisk Corp.,
1.00%, Due 5/15/2013		375		368
1.50%, Due 8/15/2017		625		724
Xilinx, Inc., 2.625%, Due 6/15/2017C		525		681
				5,408
Total Convertible Obligations (Cost $16,411)				19,526
ASSET-BACKED SECURITIES - 3.11%
American Express Credit Account Master Trust, 5.35%, Due 1/15/2014, 2006-2 A		1,050		1,056
BMW Floorplan Master Owner Trust, 1.369%, Due 9/15/2014, 2009-1A AC D		250		252
Capital One Multi-Asset Execution Trust, 5.15%, Due 6/15/2014, 2006-A10 A10		800		810
Citibank Credit Card Issuance Trust, 1.769%, Due 5/15/2014, 2009-A2 A2D		600		609
Discover Card Master Trust, 1.519%, Due 2/17/2015, 2009-A2 AD		200		203
Ford Credit Auto Lease Trust, 1.04%, Due 3/15/2013, 2010-A A2C		215		216
Ford Credit Floorplan Master Owner Trust, 1.769%, Due 9/15/2014, 2009-2 AD		250		254
Harley-Davidson Motorcycle Trust, 1.87%, Due 2/15/2014, 2009-4 A3		300		302
Nissan Master Owner Trust Receivables, 1.369%, Due 1/15/2015, 2010-AA AC D		600		607
Volkswagen Auto Loan Enhanced Trust,
0.66%, Due 5/21/2012, 2010-1 A2		69		69
6.24%, Due 7/20/2015, 2008-2 A4A		300		318
Total Asset-Backed Securities (Cost $4,645)				4,696
NON-AGENCY MORTGAGE-BACKED OBLIGATIONS - 3.73%
Banc of America Commercial Mortgage, Inc.,
5.317%, Due 9/10/2047, 2006-5 A2		256		260
5.634%, Due 4/10/2049, 2007-2 A2		456		465
GS Mortgage Securities Corp II,
4.607%, Due 7/10/2039, 2005-GG4 A3		270		275
3.849%, Due 12/10/2043, 2010-C2C		645		666
3.645%, Due 3/10/2044, 2011-GC3 A2		750		765
JP Morgan Chase Commercial Mortgage Securities Corp.,
4.678%, Due 7/15/2042, 2005-LDP2 A3A		242		250
3.853%, Due 6/15/2043, 2010-C1 A1C		540		561
4.388%, Due 2/16/2046, 2011-C3A A3C		650		669
5.932%, Due 2/12/2049, 2007-CB19 A4		400		441
5.629%, Due 2/12/2051, 2007-CB20 A2		521		539
LB-UBS Commercial Mortgage Trust, 5.424%, Due 2/15/2040, 2007-C1 A4		450		489
Wachovia Bank Commercial Mortgage Trust, 5.927%, Due 6/15/2049, 2007-C32 A2		245		256
Total Non-Agency Mortgage-Backed Obligations (Cost $5,478)				5,636

See accompanying notes

26

American Beacon Retirement Income and Appreciation Fund
Schedule of Investments
April 30, 2011 (Unaudited)

	Par Amount		Value
	($000)		($000)
U.S. AGENCY MORTGAGE-BACKED OBLIGATIONS - 11.60%
Federal Home Loan Mortgage Corporation - 5.34%
5.00%, Due 2/1/2021	$	469	$	504
4.50%, Due 4/1/2021		487		518
5.00%, Due 9/1/2035		1,353		1,433
5.50%, Due 4/1/2037		399		429
5.00%, Due 3/1/2038		779		822
5.50%, Due 5/1/2038		482		519
4.00%, Due 1/1/2041		1,789		1,779
4.50%, Due 2/1/2041		1,993		2,051
				8,055
Federal National Mortgage Association - 5.01%
3.50%, Due 1/1/2026		491		498
6.50%, Due 7/1/2032		229		259
5.50%, Due 6/1/2033		471		511
4.50%, Due 9/1/2034		271		281
5.50%, Due 12/1/2035		541		585
5.00%, Due 2/1/2036		434		460
5.50%, Due 4/1/2036		749		811
5.50%, Due 2/1/2037		544		587
6.00%, Due 9/1/2037		339		371
6.00%, Due 1/1/2038		497		544
4.50%, Due 1/1/2040		1,490		1,535
4.00%, Due 9/1/2040		1,131		1,128
				7,570
Government National Mortgage Association - 1.25%
6.00%, Due 2/15/2033		521		582
5.50%, Due 4/15/2033		701		767
5.00%, Due 5/15/2033		501		541
				1,890
Total U.S. Agency Mortgage-Backed Obligations (Cost $16,594)				17,515
U.S. AGENCY OBLIGATIONS - 0.76%
4.201%, Due 8/16/2026 2006-9 A		64		64
1.692%, Due 11/16/2035 2009-148 A		310		310
2.989%, Due 3/16/2039 2010-71 AC		753		769
Total U.S. Agency Obligations (Cost $1,133)				1,143
U.S. TREASURY OBLIGATIONS - 19.32%
U.S. Treasury Bonds - 4.32%
7.875%, Due 2/15/2021		300		417
6.25%, Due 8/15/2023		1,500		1,884
6.875%, Due 8/15/2025		250		333
5.25%, Due 11/15/2028		1,050		1,201
4.75%, Due 2/15/2037		420		446
4.50%, Due 8/15/2039		2,210		2,244
				6,525
U.S. Treasury Notes - 15.00%
2.625%, Due 7/31/2014		7,000		7,329
2.25%, Due 1/31/2015		1,400		1,443
2.50%, Due 4/30/2015		1,000		1,039
3.00%, Due 9/30/2016		800		836
3.125%, Due 10/31/2016		2,200		2,309
3.00%, Due 2/28/2017		2,000		2,076
4.25%, Due 8/15/2015		1,200		1,330
3.75%, Due 11/15/2018		1,050		1,119
3.625%, Due 2/15/2020		1,325		1,378
2.625%, Due 11/15/2020		4,000		3,784
				22,643
Total U.S. Treasury Obligations (Cost $28,858)				29,168

See accompanying notes

27

American Beacon Retirement Income and Appreciation Fund

Schedule of Investments

April 30, 2011 (Unaudited)

	Shares
SHORT-TERM INVESTMENTS - 6.07%
JPMorgan U.S. Government Money Market Fund		2,173,145	$	2,173
United States Treasury Bill		7,000,000		6,995
Total Short-Term Investments (Cost 9,168)				9,168
TOTAL INVESTMENTS - 99.05% (Cost $140,406)				149,532
OTHER ASSETS, NET OF LIABILITIES - 0.95%				1,433
TOTAL NET ASSETS - 100.00%			$	150,965

Percentages are stated as a percent of net assets.

A	Non-income producing security.
B	ADR - American Depositary Receipt.
C	Security exempt from registration under the Securities Act of 1933. These securities may be resold to qualified institutional buyers pursuant to Rule 144A. At the period end, the value of these securities amounted to $15,420 or 10.21% of net assets. The Fund has no right to demand registration of these securities.
D	The coupon rate shown on floating or adjustable rate securities represents the rate at period end. The due date on these types of securities reflects the final maturity date.

See accompanying notes

28

American Beacon Intermediate Bond Fund
Schedule of Investments
April 30, 2011 (Unaudited)

	Par Amount		Value
	($000)		($000)
CORPORATE OBLIGATIONS - 43.87%
Finance - 19.66%
AEGON Funding Co., LLC, 5.75%, Due 12/15/2020	$	400	$	425
Aflac, Inc., 8.50%, Due 5/15/2019		240		294
American Express Co., 8.15%, Due 3/19/2038		325		444
American Express Credit Corp.,
5.125%, Due 8/25/2014		910		994
2.75%, Due 9/15/2015		225		224
American International Group, Inc., 6.40%, Due 12/15/2020		800		875
ANZ National Int’l Ltd/London, 2.375%, Due 12/21/2012A		350		355
Bank of America Corp.,
4.50%, Due 4/1/2015		490		516
7.80%, Due 9/15/2016		700		807
7.625%, Due 6/1/2019		1,200		1,415
Bank One Corp., 4.90%, Due 4/30/2015		500		533
Barclays Bank plc,
3.90%, Due 4/7/2015		380		399
6.75%, Due 5/22/2019		350		400
BNP Paribas, 3.60%, Due 2/23/2016		400		407
Canadian Imperial Bank of Commerce/Canada, 1.45%, Due 9/13/2013		745		747
Citigroup, Inc.,
1.235%, Due 4/1/2014B		400		400
0.591%, Due 11/5/2014B		380		370
6.01%, Due 1/15/2015		605		671
6.125%, Due 11/21/2017		755		837
8.50%, Due 5/22/2019		1,450		1,806
CME Group, Inc.,
5.40%, Due 8/1/2013		260		284
5.75%, Due 2/15/2014		650		723
CNA Financial Corp., 7.35%, Due 11/15/2019		210		243
Cooperatieve Centrale Raiffeisen-Boerenleenbank BA/Netherlands,
4.20%, Due 5/13/2014A		600		642
2.125%, Due 10/13/2015		510		500
Covidien International Finance S.A., 2.80%, Due 6/15/2015		500		507
Credit Suisse/New York NY, 5.30%, Due 8/13/2019		425		455
Danske Bank A/S, 1.331%, Due 4/14/2014A B		780		780
Deutsche Bank AG/London, 3.875%, Due 8/18/2014		400		421
Fifth Third Bancorp, 3.625%, Due 1/25/2016		400		406
General Electric Capital Corp.,
0.493%, Due 1/8/2016B		1,300		1,258
5.40%, Due 2/15/2017		480		527
5.625%, Due 5/1/2018		870		953
6.00%, Due 8/7/2019		350		390
5.50%, Due 1/8/2020		800		860
5.30%, Due 2/11/2021		240		249
5.875%, Due 1/14/2038		745		753
HCP, Inc., 5.375%, Due 2/1/2021		500		520
HSBC Finance Corp., 0.528%, Due 1/15/2014B		1,100		1,084
ING Bank N.V., 5.125%, Due 5/1/2015A		250		259
JPMorgan Chase & Co.,
3.70%, Due 1/20/2015		1,730		1,795
6.00%, Due 1/15/2018		450		501
5.50%, Due 10/15/2040		425		425
JPMorgan Chase Bank NA, 0.640%, Due 6/13/2016A B		480		461
KeyCorp, 5.10%, Due 3/24/2021		245		251
Lincoln National Corp., 4.75%, Due 2/15/2014		50		53
Lloyds TSB Bank plc,
4.375%, Due 1/12/2015A		375		388
6.375%, Due 1/21/2021		260		279
Mellon Funding Corp., 0.463%, Due 5/15/2014B		500		497
Merrill Lynch & Co, Inc.,
6.40%, Due 8/28/2017		1,015		1,131

See accompanying notes

29

American Beacon Intermediate Bond Fund
Schedule of Investments
April 30, 2011 (Unaudited)

	Par Amount		Value
	($000)		($000)
6.50%, Due 7/15/2018	$	520	$	570
6.11%, Due 1/29/2037		360		353
MetLife Institutional Funing II, 1.201%, Due 4/4/2014A B		600		602
MetLife, Inc.,
5.00%, Due 11/24/2013		620		670
6.375%, Due 6/15/2034		500		554
Monumental Global Funding III, 0.478%, Due 1/15/2014A B		375		362
Morgan Stanley,
0.758%, Due 10/15/2015B		1,180		1,137
7.30%, Due 5/13/2019		370		424
5.625%, Due 9/23/2019		600		624
National Australia Bank Ltd., 4.375%, Due 12/10/2020A		425		414
National Rural Utilities Cooperative Finance Corp., 1.125%, Due 11/1/2013		485		484
Nationwide Building Society, 5.50%, Due 7/18/2012A		550		577
Nordea Bank AB,
2.50%, Due 11/13/2012A		400		408
4.875%, Due 1/27/2020A		450		465
PNC Funding Corp.,
4.25%, Due 9/21/2015		1,010		1,074
4.375%, Due 8/11/2020		410		414
Pricoa Global Funding I, 5.40%, Due 10/18/2012A		175		185
Prudential Financial, Inc.,
5.10%, Due 9/20/2014		475		517
7.375%, Due 6/15/2019		450		536
Societe Generale,
2.20%, Due 9/14/2013A		450		453
1.326%, Due 4/11/2014A B		900		901
State Street Corp.,
4.30%, Due 5/30/2014		360		388
2.875%, Due 3/7/2016		705		711
SunTrust Banks, Inc., 3.60%, Due 4/15/2016		245		248
The Bank of New York Mellon Corp,
4.95%, Due 11/1/2012		—		—
1.50%, Due 1/31/2014		475		477
4.30%, Due 5/15/2014		470		509
The Bear Stearns Cos., Inc., 7.25%, Due 2/1/2018		1,970		2,314
The Goldman Sachs Group, Inc.,
5.35%, Due 1/15/2016		800		868
6.25%, Due 9/1/2017		800		891
5.95%, Due 1/18/2018		760		832
6.00%, Due 6/15/2020		490		530
6.75%, Due 10/1/2037		345		358
The Travelers Cos Inc, 3.90%, Due 11/1/2020		210		203
Travelers Property Casualty Corp., 5.00%, Due 3/15/2013		805		861
UBS AG/Stamford CT, 5.875%, Due 12/20/2017		400		447
US Bancorp, 1.375%, Due 9/13/2013		850		853
Wachovia Corp.,
0.648%, Due 10/15/2016B		750		710
5.75%, Due 2/1/2018		750		837
Wells Fargo & Co.,
5.625%, Due 12/11/2017		475		530
4.60%, Due 4/1/2021		470		475
Westpac Banking Corp., 2.25%, Due 11/19/2012		375		382
Willis North America, Inc., 6.20%, Due 3/28/2017		280		305
				55,967
Industrials - 18.95%
Alltel Corp., 7.00%, Due 7/1/2012		215		230
Altria Group, Inc., 9.70%, Due 11/10/2018		375		499
America Movil SAB de CV, 6.375%, Due 3/1/2035		375		408
American Honda Finance Corp.,
4.625%, Due 4/2/2013A		250		265
3.875%, Due 9/21/2020A		225		220

See accompanying notes

30

American Beacon Intermediate Bond Fund
Schedule of Investments
April 30, 2011 (Unaudited)

	Par Amount		Value
	($000)		($000)
Analog Devices, Inc., 3.00%, Due 4/15/2016	$	210	$	213
Anheuser-Busch InBev Worldwide, Inc.,
3.00%, Due 10/15/2012		540		556
5.00%, Due 4/15/2020		380		407
8.00%, Due 11/15/2039		175		239
Apache Corp., 5.10%, Due 9/1/2040		200		192
AT&T, Inc.,
5.10%, Due 9/15/2014		955		1,053
5.625%, Due 6/15/2016		400		451
5.50%, Due 2/1/2018		600		662
6.80%, Due 5/15/2036		225		249
6.40%, Due 5/15/2038		200		213
5.35%, Due 9/1/2040A		283		265
Baxter International, Inc., 1.80%, Due 3/15/2013		270		274
Becton Dickinson and Co., 3.25%, Due 11/12/2020		475		448
BP Capital Markets plc, 3.20%, Due 3/11/2016		1,065		1,074
Burlington Northern Santa Fe LLC,
5.75%, Due 3/15/2018		600		677
7.95%, Due 8/15/2030		180		231
5.75%, Due 5/1/2040		190		196
Cameron International Corp., 6.375%, Due 7/15/2018		225		255
Canadian National Railway Co., 5.55%, Due 5/15/2018		400		448
Canadian Natural Resources Ltd., 6.25%, Due 3/15/2038		360		397
Caterpillar Financial Services Corp.,
1.90%, Due 12/17/2012		100		102
4.25%, Due 2/8/2013		250		265
6.125%, Due 2/17/2014		750		847
2.75%, Due 6/24/2015		380		391
Cellco Partnership / Verizon Wireless Capital LLC,
3.75%, Due 5/20/2011		370		371
8.50%, Due 11/15/2018		535		694
Cisco Systems, Inc., 1.625%, Due 3/14/2014		705		709
Cliffs Natural Resources, Inc., 4.875%, Due 4/1/2021		280		284
Coca-Cola Refreshments USA, Inc., 7.375%, Due 3/3/2014		175		204
Comcast Cable Communications Holdings, Inc., 8.375%, Due 3/15/2013		128		144
Comcast Corp.,
6.30%, Due 11/15/2017		465		535
5.875%, Due 2/15/2018		235		262
6.55%, Due 7/1/2039		500		540
ConocoPhillips,
4.60%, Due 1/15/2015		1,210		1,332
5.20%, Due 5/15/2018		600		669
Cooper US, Inc.,
2.375%, Due 1/15/2016		730		726
3.875%, Due 12/15/2020		315		312
CSX Corp., 5.50%, Due 4/15/2041		425		419
CVS Caremark Corp., 3.25%, Due 5/18/2015		190		195
Daimler Finance North America LLC,
5.75%, Due 9/8/2011		200		204
3.00%, Due 3/28/2016A		190		191
Dell, Inc., 3.375%, Due 6/15/2012		235		241
DIRECTV Holdings LLC / DIRECTV Financing Co, Inc.,
3.55%, Due 3/15/2015		625		647
6.35%, Due 3/15/2040		145		151
Eaton Corp., 5.60%, Due 5/15/2018		380		427
eBay, Inc., 0.875%, Due 10/15/2013		335		333
EI du Pont de Nemours & Co,
5.875%, Due 1/15/2014		67		75
3.25%, Due 1/15/2015		660		690
Ensco plc, 4.70%, Due 3/15/2021		350		353
EOG Resources, Inc., 2.50%, Due 2/1/2016		425		421
Express Scripts, Inc., 6.25%, Due 6/15/2014		685		768
France Telecom S.A.,

See accompanying notes

31

American Beacon Intermediate Bond Fund
Schedule of Investments
April 30, 2011 (Unaudited)

	Par Amount		Value
	($000)		($000)
4.375%, Due 7/8/2014	$	385	$	416
2.125%, Due 9/16/2015		225		223
GlaxoSmithKline Capital, Inc., 5.65%, Due 5/15/2018		125		142
Health Care REIT, Inc.,
3.625%, Due 3/15/2016		295		295
5.25%, Due 1/15/2022		345		346
Hewlett-Packard Co.,
6.125%, Due 3/1/2014		485		546
2.20%, Due 12/1/2015		425		422
Home Depot, Inc., 4.40%, Due 4/1/2021		400		402
Honeywell International, Inc., 4.25%, Due 3/1/2013		620		659
Hospira, Inc., 6.05%, Due 3/30/2017		205		231
International Business Machines Corp.,
4.75%, Due 11/29/2012		525		558
7.625%, Due 10/15/2018		845		1,069
ITT Corp., 4.90%, Due 5/1/2014		615		665
John Deere Capital Corp., 4.90%, Due 9/9/2013		650		707
Johnson Controls, Inc., 5.00%, Due 3/30/2020		480		509
Kellogg Co., 4.25%, Due 3/6/2013		250		264
Koninklijke Philips Electronics N.V., 5.75%, Due 3/11/2018		465		526
Kraft Foods, Inc., 6.50%, Due 2/9/2040		220		245
Lorillard Tobacco Co., 8.125%, Due 6/23/2019		255		302
Marathon Oil Corp., 6.00%, Due 10/1/2017		475		542
Marathon Petroleum Corp., 3.50%, Due 3/1/2016A		420		426
McKesson Corp., 3.25%, Due 3/1/2016		200		204
Medtronic, Inc., 3.00%, Due 3/15/2015		965		1,002
Norfolk Southern Corp., 5.75%, Due 4/1/2018		300		341
Northrop Grumman Corp., 5.05%, Due 8/1/2019		200		214
Novartis Capital Corp., 2.90%, Due 4/24/2015		880		910
Petrobras International Finance Co. — Pifco,
3.875%, Due 1/27/2016		505		512
6.875%, Due 1/20/2040		110		116
Petroleos Mexicanos, 6.00%, Due 3/5/2020		375		401
PPG Industries, Inc., 1.90%, Due 1/15/2016		250		240
Quest Diagnostics, Inc., 4.75%, Due 1/30/2020		225		230
Rogers Communications, Inc., 5.50%, Due 3/15/2014		475		525
Sanofi,
1.625%, Due 3/28/2014		740		746
4.00%, Due 3/29/2021		495		493
Shell International Finance BV, 3.10%, Due 6/28/2015		380		394
Simon Property Group LP,
5.75%, Due 12/1/2015		460		515
10.35%, Due 4/1/2019		375		522
Teck Resources Ltd., 6.00%, Due 8/15/2040		205		212
Telecom Italia Capital S.A., 4.95%, Due 9/30/2014		245		258
Telefonica Emisiones SAU,
4.949%, Due 1/15/2015		240		257
6.421%, Due 6/20/2016		450		507
The Boeing Co, 1.875%, Due 11/20/2012		400		407
The Coca-Cola Co, 0.75%, Due 11/15/2013		1,190		1,181
The Dow Chemical Co,
2.50%, Due 2/15/2016		200		196
4.25%, Due 11/15/2020		250		245
Thomson Reuters Corp., 4.70%, Due 10/15/2019		225		239
Time Warner Cable, Inc.,
5.85%, Due 5/1/2017		450		501
6.75%, Due 7/1/2018		825		950
Time Warner, Inc.,
4.875%, Due 3/15/2020		290		301
4.75%, Due 3/29/2021		350		357
Tyco Electronics Group S.A., 6.55%, Due 10/1/2017		225		263
Tyco International Finance S.A.,
3.75%, Due 1/15/2018		400		401

See accompanying notes

32

American Beacon Intermediate Bond Fund
Schedule of Investments
April 30, 2011 (Unaudited)

	Par Amount		Value
	($000)		($000)
8.50%, Due 1/15/2019	$	320	$	409
Union Pacific Corp., 7.875%, Due 1/15/2019		550		696
United Parcel Service, Inc., 3.125%, Due 1/15/2021		955		896
United Technologies Corp., 6.125%, Due 7/15/2038		125		141
UnitedHealth Group, Inc.,
4.875%, Due 2/15/2013		750		797
3.875%, Due 10/15/2020		425		412
Valero Energy Corp.,
9.375%, Due 3/15/2019		170		221
6.625%, Due 6/15/2037		205		216
Verizon Communications, Inc.,
5.50%, Due 4/1/2017		500		561
4.60%, Due 4/1/2021		280		286
6.90%, Due 4/15/2038		500		573
Vodafone Group plc, 6.15%, Due 2/27/2037		360		393
Wal-Mart Stores, Inc.,
7.55%, Due 2/15/2030		400		515
5.625%, Due 4/15/2041		255		263
Xerox Corp.,
5.65%, Due 5/15/2013		50		54
8.25%, Due 5/15/2014		190		223
4.25%, Due 2/15/2015		500		530
				53,945
Other Government - 0.28%
Province of Ontario Canada,
4.10%, Due 6/16/2014		350		379
3.15%, Due 12/15/2017		425		429
				808
Utilities - 4.98%
Columbus Southern Power Co., 5.50%, Due 3/1/2013		595		639
Commonwealth Edison Co., 4.00%, Due 8/1/2020		190		186
Consolidated Edison Co of New York, Inc., 5.50%, Due 12/1/2039		350		360
Dominion Resources, Inc., 1.80%, Due 3/15/2014		990		994
Duke Energy Carolinas LLC, 5.10%, Due 4/15/2018		400		441
Duke Energy Indiana, Inc., 6.05%, Due 6/15/2016		450		512
EDF S.A., 4.60%, Due 1/27/2020A		580		598
Energy Transfer Partners LP,
8.50%, Due 4/15/2014		605		709
9.00%, Due 4/15/2019		300		383
Enterprise Products Operating LLC,
5.65%, Due 4/1/2013		555		599
6.125%, Due 10/15/2039		350		357
Exelon Generation Co LLC,
5.20%, Due 10/1/2019		350		365
6.25%, Due 10/1/2039		365		370
FirstEnergy Solutions Corp., 4.80%, Due 2/15/2015		175		186
Midamerican Energy Holdings Co.,
5.875%, Due 10/1/2012		605		645
6.125%, Due 4/1/2036		375		403
ONEOK Partners LP, 6.125%, Due 2/1/2041		500		516
Pacific Gas & Electric Co.,
6.25%, Due 12/1/2013		150		166
3.50%, Due 10/1/2020		450		422
Progress Energy, Inc., 4.875%, Due 12/1/2019		600		633
Sempra Energy, 6.50%, Due 6/1/2016		325		374
Southern Power Co., 6.25%, Due 7/15/2012		550		583
Spectra Energy Capital LLC,
5.668%, Due 8/15/2014		320		354
5.65%, Due 3/1/2020		265		285
TransCanada PipeLines Ltd.,
7.625%, Due 1/15/2039		520		657
6.10%, Due 6/1/2040		290		312

See accompanying notes

33

American Beacon Intermediate Bond Fund
Schedule of Investments
April 30, 2011 (Unaudited)

	Par Amount		Value
	($000)		($000)
Union Electric Co., 6.70%, Due 2/1/2019	$	510	$	594
Virginia Electric and Power Co., 5.40%, Due 4/30/2018		400		443
Westar Energy, Inc., 6.00%, Due 7/1/2014		200		221
Xcel Energy, Inc., 5.613%, Due 4/1/2017		781		859
				14,166
Total Corporate Obligations (Cost $119,074)				124,886
ASSET-BACKED SECURITIES - 3.20%
American Express Credit Account Master Trust, 5.35%, Due 1/15/2014, 2006-2 A		1,550		1,559
BMW Floorplan Master Owner Trust, 1.369%, Due 9/15/2014, 2009-1A AA B		400		404
Capital One Multi-Asset Execution Trust, 5.15%, Due 6/15/2014, 2006-A10 A10		1,150		1,166
Citibank Credit Card Issuance Trust, 1.769%, Due 5/15/2014, 2009-A2 A2B		750		761
CNH Equipment Trust, 1.17%, Due 5/15/2015, 2010-C A3		665		666
Discover Card Master Trust, 1.519%, Due 2/17/2015, 2009-A2 AB		600		608
Ford Credit Auto Lease Trust, 1.04%, Due 3/15/2013, 2010-A A2A		275		275
Ford Credit Floorplan Master Owner Trust, 1.769%, Due 9/15/2014, 2009-2 AB		400		406
Harley-Davidson Motorcycle Trust, 1.87%, Due 2/15/2014, 2009-4 A3		350		352
Honda Auto Receivables Owner Trust, 3.30%, Due 9/15/2015, 2009-3 A4		385		399
Hyundai Auto Receivables Trust, 3.15%, Due 3/15/2016, 2009-A A4		220		229
John Deere Owner Trust,
2.59%, Due 10/15/2013, 2009-A A3		119		120
3.96%, Due 5/16/2016, 2009-A A4		510		528
Nissan Master Owner Trust Receivables, 1.369%, Due 1/15/2015, 2010-AA AA B		750		758
Volkswagen Auto Loan Enhanced Trust,
0.66%, Due 5/21/2012, 2010-1 A2		86		86
6.24%, Due 7/20/2015, 2008-2 A4A		300		318
World Omni Auto Receivables Trust, 1.11%, Due 5/15/2015, 2011-A A3		470		470
Total Asset-Backed Securities (Cost $9,014)				9,105
NON-AGENCY MORTGAGE-BACKED OBLIGATIONS - 4.44%
Banc of America Commercial Mortgage, Inc.,
5.317%, Due 9/10/2047, 2006-5 A2		360		366
5.634%, Due 4/10/2049, 2007-2 A2		596		609
Bear Stearns Commercial Mortgage Securities,
5.201%, Due 12/11/2038, 2006-PWR14 A4		790		857
5.54%, Due 9/11/2041, 2006-PW13 A4		1,285		1,414
4.831%, Due 7/11/2042, 2004-PWR5 A4		835		868
Citigroup Commercial Mortgage Trust, 4.38%, Due 10/15/2041, 2004-C2 A3		427		430
Citigroup/Deutsche Bank Commercial Mortgage Trust, 5.886%, Due 11/15/2044, 2007-CD5 A4		840		931
GS Mortgage Securities Corp II,
4.607%, Due 7/10/2039, 2005-GG4 A3		380		388
3.679%, Due 8/10/2043, 2010-C1 A1A		579		594
3.849%, Due 12/10/2043, 2010-C2A		793		819
3.645%, Due 3/10/2044, 2011-GC3 A2		750		765
JP Morgan Chase Commercial Mortgage Securities Corp.,
4.678%, Due 7/15/2042, 2005-LDP2 A3A		341		352
3.853%, Due 6/15/2043, 2010-C1 A1A		737		764
4.388%, Due 2/16/2046, 2011-C3A A3A		800		824
4.625%, Due 3/15/2046, 2005-LDP1 A2		310		314
5.932%, Due 2/12/2049, 2007-CB19 A4		550		606
5.629%, Due 2/12/2051, 2007-CB20 A2		711		735
LB-UBS Commercial Mortgage Trust, 5.424%, Due 2/15/2040, 2007-C1 A4		550		597
Wachovia Bank Commercial Mortgage Trust, 5.927%, Due 6/15/2049, 2007-C32 A2		386		404
Total Non-Agency Mortgage-Backed Obligations (Cost $11,792)				12,637
U.S. AGENCY MORTGAGE-BACKED OBLIGATIONS - 23.56%
Federal Home Loan Mortgage Corporation - 7.74%
4.50%, Due 3/1/2019		264		280

See accompanying notes

34

American Beacon Intermediate Bond Fund
Schedule of Investments
April 30, 2011 (Unaudited)

	Par Amount		Value
	($000)		($000)
5.00%, Due 10/1/2020	$	624	$	671
5.00%, Due 4/1/2023		0		0
3.50%, Due 10/1/2025		1,098		1,114
4.00%, Due 3/15/2026		993		1,046
5.00%, Due 8/1/2033		390		414
5.50%, Due 2/1/2034		480		519
6.00%, Due 8/1/2034		234		258
5.00%, Due 8/1/2035		266		282
5.00%, Due 9/1/2035		677		717
6.00%, Due 8/1/2036		207		228
5.50%, Due 4/1/2037		399		429
5.50%, Due 12/1/2037		1,683		1,816
5.00%, Due 3/1/2038		573		605
6.00%, Due 3/1/2038		974		1,067
5.50%, Due 5/1/2038		603		648
5.50%, Due 6/1/2038		443		477
5.50%, Due 10/1/2039		661		711
5.00%, Due 4/1/2040		4,355		4,600
5.00%, Due 5/1/2040		2,764		2,925
4.00%, Due 1/1/2041		1,689		1,680
4.50%, Due 2/1/2041		1,495		1,538
				22,025
Federal National Mortgage Association - 14.07%
6.50%, Due 2/1/2017		105		115
5.00%, Due 12/1/2017		359		387
4.50%, Due 9/1/2018		721		768
4.00%, Due 8/1/2020		184		193
4.50%, Due 4/1/2024		483		512
4.50%, Due 3/1/2025		3,256		3,449
4.50%, Due 5/1/2025		1,026		1,085
4.50%, Due 6/1/2025		2,474		2,614
3.50%, Due 1/1/2026		590		598
5.00%, Due 3/1/2034		516		549
5.50%, Due 6/1/2034		287		311
4.50%, Due 9/1/2034		181		188
5.50%, Due 2/1/2035		576		624
5.00%, Due 11/1/2035		734		779
5.50%, Due 12/1/2035		416		450
5.50%, Due 1/1/2036		491		531
5.00%, Due 2/1/2036		434		460
5.50%, Due 4/1/2036		936		1,012
6.00%, Due 9/1/2036		190		208
6.50%, Due 9/1/2036		702		793
6.50%, Due 12/1/2036		342		385
5.50%, Due 2/1/2037		544		587
5.50%, Due 8/1/2037		1,436		1,554
6.00%, Due 9/1/2037		509		557
6.00%, Due 1/1/2038		794		870
5.50%, Due 3/1/2038		1,396		1,511
5.00%, Due 4/1/2038		513		542
5.00%, Due 6/1/2038		694		733
5.50%, Due 6/1/2038		1,055		1,137
4.50%, Due 1/1/2040		3,311		3,412
5.00%, Due 5/1/2040		3,645		3,853
5.50%, Due 6/1/2040		2,435		2,623
4.50%, Due 8/1/2040		2,212		2,279
4.00%, Due 9/1/2040		2,168		2,161
5.00%, Due 1/1/2041		2,125		2,247
				40,077
Government National Mortgage Association - 1.75%
6.50%, Due 3/15/2028		243		275
6.00%, Due 4/15/2031		279		312

See accompanying notes

35

American Beacon Intermediate Bond Fund
Schedule of Investments
April 30, 2011 (Unaudited)

	Par Amount		Value
	($000)		($000)
5.50%, Due 2/20/2034	$	329	$	359
5.50%, Due 2/15/2040		1,084		1,182
4.50%, Due 10/20/2040		1,357		1,421
5.00%, Due 2/20/2041		1,319		1,415
				4,964
Total U.S. Agency Mortgage-Backed Obligations (Cost $65,536)				67,066
U.S. AGENCY OBLIGATIONS - 0.90%
Federal National Mortgage Association - 0.34%
5.125%, Due 1/2/2014		385		423
4.625%, Due 10/15/2014		500		554
				977
Government National Mortgage Association - 0.56%
4.201%, Due 8/16/2026 2006-9 A		36		36
1.692%, Due 11/16/2035 2009-148 A		446		446
2.989%, Due 3/16/2039 2010-71 AC		1,083		1,105
				1,587
Total U.S. Agency Obligations (Cost $2,465)				2,564
U.S. TREASURY OBLIGATIONS - 20.89%
U.S. Treasury Bonds - 4.80%
7.875%, Due 2/15/2021		1,050		1,459
6.25%, Due 8/15/2023		1,400		1,758
6.875%, Due 8/15/2025		770		1,026
5.25%, Due 11/15/2028		750		858
4.75%, Due 2/15/2037		1,300		1,381
4.50%, Due 8/15/2039		2,810		2,854
4.25%, Due 11/15/2040		4,465		4,340
				13,676
U.S. Treasury Notes - 16.09%
1.375%, Due 1/15/2013		3,145		3,192
0.75%, Due 8/15/2013		5,000		5,003
2.625%, Due 7/31/2014		5,000		5,236
2.25%, Due 1/31/2015		1,000		1,031
2.50%, Due 4/30/2015		5,000		5,193
2.00%, Due 1/31/2016		8,475		8,526
3.00%, Due 9/30/2016		2,150		2,245
3.125%, Due 10/31/2016		1,400		1,469
4.25%, Due 8/15/2015		2,000		2,217
3.75%, Due 11/15/2018		600		639
3.625%, Due 2/15/2020		2,700		2,807
3.625%, Due 2/15/2021		8,005		8,223
				45,781
Total U.S. Treasury Obligations (Cost $59,143)				59,457
	Shares
SHORT-TERM INVESTMENTS - 2.21% (Cost $6,293)
JPMorgan U.S. Government Money Market Fund		6,292,791		6,293
TOTAL INVESTMENTS - 99.07% (Cost $273,316)				282,009
OTHER ASSETS, NET OF LIABILITIES - 0.93%				2,658
TOTAL NET ASSETS - 100.00%			$	284,667
Percentages are stated as a percent of net assets.

A	Security exempt from registration under the Securities Act of 1933. These securities may be resold to qualified institutional buyers pursuant to Rule 144A. At the period end, the value of these securities amounted to $13,655 or 4.80% of net assets. The Fund has no right to demand registration of these securities.
B	The coupon rate shown on floating or adjustable rate securities represents the rate at period end. The due date on these types of securities reflects the final maturity date.

See accompanying notes

36

American Beacon Short-Term Bond Fund
Schedule of Investments
April 30, 2011 (Unaudited)

	Par Amount		Value
	($000)		($000)
CORPORATE OBLIGATIONS - 45.83%
Finance - 26.27%
ABN Amro Bank N.V., 2.043%, Due 1/30/2014A B	$	2,000	$	2,044
American Express Co., 7.25%, Due 5/20/2014		1,000		1,148
American International Group, Inc., 3.65%, Due 1/15/2014		2,000		2,050
ANZ National International Ltd/New Zealand, 1.309%, Due 12/20/2013A B		2,000		2,002
Bank of America Corp., 0.640%, Due 9/15/2014A		1,290		1,263
Barclays Bank plc, 5.45%, Due 9/12/2012		1,000		1,060
Citigroup, Inc.,
1.235%, Due 4/1/2014A		1,000		999
0.591%, Due 11/5/2014A		2,573		2,507
CME Group, Inc., 5.40%, Due 8/1/2013		250		273
Credit Suisse/New York NY, 5.00%, Due 5/15/2013		2,000		2,144
Danske Bank A/S, 1.331%, Due 4/14/2014A B		3,000		3,000
Dexia Credit Local/New York NY, 0.710%, Due 3/5/2013A B		3,000		2,988
General Electric Capital Corp.,
0.439%, Due 3/20/2014A		1,446		1,427
0.570%, Due 9/15/2014A		1,218		1,203
HSBC Finance Corp., 0.528%, Due 1/15/2014A		1,000		986
ING Bank N.V., 1.360%, Due 3/15/2013A B		3,100		3,105
Lloyds TSB Bank plc, 2.624%, Due 1/24/2014A		2,000		2,054
MassMutual Global Funding II, 3.625%, Due 7/16/2012B		500		514
MetLife Institutional Funding II, 1.201%, Due 4/4/2014A B		3,000		3,007
Metropolitan Life Global Funding I, 2.875%, Due 9/17/2012B		1,000		1,022
Monumental Global Funding III, 0.478%, Due 1/15/2014A B		1,000		965
Morgan Stanley, 0.758%, Due 10/15/2015A		3,000		2,891
National Australia Bank Ltd., 1.70%, Due 12/10/2013B		2,000		1,992
Nationwide Building Society, 5.50%, Due 7/18/2012B		1,000		1,049
Pricoa Global Funding I, 5.40%, Due 10/18/2012B		500		530
Prudential Financial, Inc., 4.50%, Due 7/15/2013		1,000		1,054
Societe Generale, 1.326%, Due 4/11/2014A B		2,000		2,003
Svenska Handelsbanken AB, 4.875%, Due 6/10/2014B		1,500		1,620
The Goldman Sachs Group Inc,
4.75%, Due 7/15/2013		2,000		2,127
0.674%, Due 7/22/2015A		1,000		976
Wachovia Bank NA, 0.691%, Due 11/3/2014A		1,000		982
				50,985
Industrials - 16.98%
American Honda Finance Corp., 4.625%, Due 4/2/2013B		1,000		1,060
Anheuser-Busch InBev Worldwide, Inc.,
3.00%, Due 10/15/2012		1,000		1,029
2.50%, Due 3/26/2013		1,000		1,025
BP Capital Markets plc, 0.910%, Due 3/11/2014A		2,000		2,013
Burlington Northern Santa Fe LLC, 4.875%, Due 1/15/2015		1,000		1,091
Canadian Natural Resources Ltd., 6.70%, Due 7/15/2011		1,000		1,012
Caterpillar Financial Services Corp., 4.25%, Due 2/8/2013		500		529
Cellco Partnership / Verizon Wireless Capital LLC, 5.25%, Due 2/1/2012		1,000		1,035
Comcast Cable Communications Holdings, Inc., 8.375%, Due 3/15/2013		1,365		1,539
Daimler Finance North America LLC,
5.75%, Due 9/8/2011		1,000		1,018
0.919%, Due 3/28/2014A B		2,000		2,001
Devon Financing Corp ULC, 6.875%, Due 9/30/2011		1,000		1,026
EOG Resources Canada, Inc., 4.75%, Due 3/15/2014B		1,000		1,084
France Telecom S.A., 4.375%, Due 7/8/2014		1,000		1,081
General Mills, Inc., 5.25%, Due 8/15/2013		1,000		1,089
Hewlett-Packard Co., 4.50%, Due 3/1/2013A		1,000		1,066
John Deere Capital Corp., 5.25%, Due 10/1/2012		1,000		1,062
Johnson Controls, Inc., 1.75%, Due 3/1/2014		500		502
Kraft Foods, Inc., 5.625%, Due 11/1/2011		64		66
Nissan Motor Acceptance Corp., 4.50%, Due 1/30/2015B		1,000		1,051
Quest Diagnostics, Inc., 1.159%, Due 3/24/2014A		1,000		1,005
Telefonica Emisiones SAU, 0.641%, Due 2/4/2013A		1,000		992

See accompanying notes

37

American Beacon Short-Term Bond Fund
Schedule of Investments
April 30, 2011 (Unaudited)

	Par Amount		Value
	($000)		($000)
Time Warner Cable, Inc., 5.40%, Due 7/2/2012	$	1,000	$	1,052
Tyco International Finance S.A., 4.125%, Due 10/15/2014		500		535
Union Pacific Corp.,
6.50%, Due 4/15/2012		500		527
5.45%, Due 1/31/2013		1,000		1,076
Verizon Communications, Inc., 0.919%, Due 3/28/2014A		3,000		3,030
Volkswagen International Finance N.V.,
1.625%, Due 8/12/2013B		1,000		1,007
0.917%, Due 4/1/2014A B		2,000		2,007
Xerox Corp., 5.65%, Due 5/15/2013		300		324
				32,934
Utilities - 2.58%
Dominion Resources, Inc., 5.70%, Due 9/17/2012		1,000		1,063
EDF S.A., 5.50%, Due 1/26/2014B		1,000		1,099
Midamerican Energy Holdings Co., 3.15%, Due 7/15/2012		1,000		1,028
NextEra Energy Capital Holdings, Inc., 0.712%, Due 11/9/2012A		1,000		1,003
Pacific Gas & Electric Co., 6.25%, Due 12/1/2013		730		808
				5,001
Total Corporate Obligations (Cost $87,518)				88,920
ASSET-BACKED SECURITIES - 20.72%
Ally Master Owner Trust, 1.969%, Due 1/15/2015, 2010-1 AA B		3,500		3,569
Bank of America Auto Trust,
2.67%, Due 7/15/2013, 2009-1A A3B		569		574
2.13%, Due 9/15/2013, 2009-2A A3B		688		693
BMW Floorplan Master Owner Trust, 1.369%, Due 9/15/2014, 2009-1A AA B		2,000		2,019
Capital One Multi-Asset Execution Trust,
3.20%, Due 4/15/2014, 2009-A2 A2		2,000		2,007
4.70%, Due 6/15/2015, 2005-A7 A7		2,300		2,418
CarMax Auto Owner Trust,
0.83%, Due 11/15/2012, 2010-1 A2		369		369
0.72%, Due 11/15/2013, 2011-1 A2		1,000		1,001
Chase Issuance Trust, 1.769%, Due 4/15/2014, 2009-A2 A2A		2,000		2,027
Citibank Credit Card Issuance Trust, 2.70%, Due 6/24/2013, 2009-A3 A3		2,000		2,007
Discover Card Master Trust, 1.519%, Due 2/17/2015, 2009-A2 AA		2,000		2,027
Ford Credit Auto Owner Trust, 2.17%, Due 10/15/2013, 2009-D A3		797		805
Ford Credit Floorplan Master Owner Trust,
1.769%, Due 9/15/2014, 2009-2 AA		3,200		3,249
0.819%, Due 2/15/2016, 2011-1 A2A		2,000		2,000
GE Capital Credit Card Master Note Trust, 3.69%, Due 7/15/2015, 2009-2 A		4,300		4,450
GE Equipment Midticket LLC, 2.34%, Due 6/17/2013, 2009-1 A3		564		569
GE Equipment Small Ticket LLC, 1.45%, Due 1/21/2018, 2011-1 A3B		1,000		1,003
Harley-Davidson Motorcycle Trust, 5.52%, Due 11/15/2013, 2007-3 A4		1,061		1,087
Honda Auto Receivables Owner Trust, 2.31%, Due 5/15/2013, 2009-3 A3		1,024		1,034
Mercedes-Benz Auto Receivables Trust, 0.70%, Due 8/15/2012, 2010-1 A2		503		503
Nissan Auto Lease Trust,
1.12%, Due 12/15/2013, 2010-B A3		1,000		1,004
2.07%, Due 1/15/2015, 2009-B A3		1,452		1,457
Nissan Master Owner Trust Receivables, 1.369%, Due 1/15/2015, 2010-AA AA B		3,000		3,034
Volkswagen Auto Loan Enhanced Trust,
0.66%, Due 5/21/2012, 2010-1 A2		229		229
6.24%, Due 7/20/2015, 2008-2 A4A		1,000		1,059
Total Asset-Backed Securities (Cost $39,900)				40,194
NON-AGENCY MORTGAGE-BACKED OBLIGATIONS - 2.47%
Banc of America Commercial Mortgage, Inc.,
4.561%, Due 11/10/2041, 2004-5 A3		883		892
5.634%, Due 4/10/2049, 2007-2 A2		561		573
GS Mortgage Securities Corp II, 2.716%, Due 2/10/2021, 2011-ALF AB		1,500		1,509

See accompanying notes

38

American Beacon Short-Term Bond Fund
Schedule of Investments
April 30, 2011 (Unaudited)

	Par Amount		Value
	($000)		($000)
JP Morgan Chase Commercial Mortgage Securities Corp., 3.853%, Due 6/15/2043, 2010-C1 A1B	$	982	$	1,019
NCUA Guaranteed Notes, 1.84%, Due 10/7/2020, 2010-R1 2A		794		797
Total Non-Agency Mortgage-Backed Obligations (Cost $4,748)				4,790
U.S. AGENCY OBLIGATIONS - 14.40%
Government National Mortgage Association - 14.40%
4.968%, Due 12/16/2021 2006-18 A		167		168
4.201%, Due 8/16/2026 2006-9 A		182		182
1.864%, Due 8/16/2031 2010-141 A		3,544		3,559
2.239%, Due 12/16/2031 2009-115 IO		2,979		3,015
2.21%, Due 11/16/2034 2011-16 A		2,988		3,022
1.692%, Due 11/16/2035 2009-148 A		2,971		2,972
2.21%, Due 12/16/2035 2011-10 Z		2,994		3,026
2.782%, Due 6/16/2036 2010-13 AD		1,942		1,988
3.069%, Due 6/16/2036 2010-52 A		2,904		3,016
2.45%, Due 7/16/2038 2011-49 A		3,000		3,043
2.989%, Due 3/16/2039 2010-71 AC		1,883		1,921
3.210%, Due 10/16/2039 2010-22 AB		1,959		2,026
Total U.S. Agency Obligations (Cost $27,721)				27,938
U.S. TREASURY OBLIGATIONS - 10.30%
2.50%, Due 3/31/2015		11,500		11,954
1.75%, Due 7/31/2015		8,000		8,038
Total U.S. Treasury Obligations (Cost $19,563)				19,992
	Shares
SHORT-TERM INVESTMENTS - 5.77% (Cost $11,202)
JPMorgan U.S. Government Money Market Fund		11,201,584		11,202
TOTAL INVESTMENTS - 99.49% (Cost $190,651)				193,036
OTHER ASSETS, NET OF LIABILITIES - 0.51%				971
TOTAL NET ASSETS - 100.00%			$	194,007
Percentages are stated as a percent of net assets.

A	The coupon rate shown on floating or adjustable rate securities represents the rate at period end. The due date on these types of securities reflects the final maturity date.
B	Security exempt from registration under the Securities Act of 1933. These securities may be resold to qualified institutional buyers pursuant to Rule 144A. At the period end, the value of these securities amounted to $48,570 or 25.04% of net assets. The Fund has no right to demand registration of these securities.

See accompanying notes

39

American Beacon Funds
Statements of Assets and Liabilities
April 30, 2011 (Unaudited)(in thousands except share and per share amounts)

				Retirement
	High Yield			Income and			Intermediate			Short-Term
	Bond Fund			Appreciation Fund			Bond Fund			Bond Fund
Assets:
Investments in unaffiliated securities, at value A	$	141,172		$	149,532		$	282,009		$	193,036
Receivable for investments sold		3,453			1,059			309			—
Dividends and interest receivable		2,952			1,096			2,225			702
Receivable for fund shares sold		226			97			620			365
Receivable for tax reclaims		3			7			7			3
Receivable for expense reimbursement (Note 2)		—			—			—			2
Prepaid expenses		45			50			98			88
Total assets		147,851			151,841			285,268			194,196
Liabilities:
Payable for investments purchased		4,728			704			518			—
Payable for fund shares redeemed		180			45			6			114
Dividends payable		49			6			1			3
Management and investment advisory fees payable (Note 2)		46			36			47			31
Administrative service and service fees payable (Note 2)		19			64			12			21
Professional fees payable		15			14			13			12
Trustee fees payable		5			—			1			2
Other liabilities		5			7			3			6
Total liabilities		5,047			876			601			189
Net Assets	$	142,804		$	150,965		$	284,667		$	194,007
Analysis of Net Assets:
Paid-in-capital		138,998			142,293			275,671			199,847
Undistributed net investment income		502			(194	)		501			(179	)
Accumulated net realized gain (loss)		(3,395	)		(260	)		(198	)		(8,046	)
Unrealized appreciation of investments, futures contracts, and foreign currency		6,699			9,126			8,693			2,385
Net assets	$	142,804		$	150,965		$	284,667		$	194,007
Shares outstanding (no par value):
Institutional Class		4,778,874			N/A			26,191,649			18,229,382
Y Class		754			47,413			3,025			38,863
Investor Class		1,141,097			13,674,133			311,157			3,576,543
AMR Class		9,411,491			N/A			N/A			N/A
A Class		7,452			40,311			38,668			155,780
C Class		21,786			97,004			20,420			30,871
Net asset value, offering and redemption price per share:
Institutional Class	$	9.29			N/A		$	10.72		$	8.80
Y Class	$	9.30		$	10.88		$	10.76		$	8.82
Investor Class	$	9.30		$	10.89		$	10.70		$	8.81
AMR Class	$	9.30			N/A			N/A			N/A
A Class (net asset value and redemption price)	$	9.31		$	10.90		$	10.69		$	8.80
A Class (offering price)	$	9.77		$	11.44		$	11.22		$	9.03
C Class	$	9.29		$	10.91		$	10.70		$	8.81

^A     Cost of investments in unaffiliated securities $ 134,473 $ 140,406 $ 273,316 $ 190,651

See accompanying notes

40

American Beacon Funds
Statements of Operations
Six Months Ended April 30, 2011 (in thousands) (Unaudited)

				Retirement
	High Yield			Income and			Intermediate			Short-Term
	Bond Fund			Appreciation Fund			Bond Fund			Bond Fund
Investment Income:
Dividend income from unaffiliated securities (net of foreign taxes) A	$	13		$	137		$	1		$	1
Interest income		7,494			2,131			4,899			1,850
Total investment income		7,507			2,268			4,900			1,851
Expenses:
Management and investment advisory fees (Note 2)		337			215			281			161
Administrative service fees (Note 2):
Institutional Class		63			—			71			35
Y Class		—			1			—			—
Investor Class		64			201			5			36
A Class		—			1			1			—
AMR Class		21			—			—			—
C Class		—			2			1			1
Transfer agent fees:
Institutional Class		3			—			7			2
Y Class		2			2			—			2
Investor Class		3			4			—			2
AMR Class		3			—			—			—
A Class		2			2			—			2
C Class		2			—			—			2
Custody and fund accounting fees		12			9			20			9
Professional fees		19			19			20			12
Registration fees and expenses		38			30			26			20
Service fees (Note 2):
Investor Class		53			245			4			30
C Class		—			1			—			—
Distribution fees (Note 2):
C Class		—			5			1			1
Prospectus and shareholder reports		7			2			8			1
Trustee fees		7			4			8			3
Other expenses		9			9			8			4
Total expenses		645			752			461			323
Net (fees waived and expenses reimbursed) (Note 2)		(5	)		(3	)		(1	)		(14	)
Net expenses		640			749			460			309
Net investment income		6,867			1,519			4,440			1,542
Realized and unrealized gain (loss) on investments:
Net realized gain (loss) from:
Investments		7,264			1,350			99			585
Change in net unrealized appreciation or depreciation of:
Investments		(3,074	)		265			(4,979	)		(1,545	)
Net gain (loss) on investments		4,190			1,615			(4,880	)		(960	)
Net increase (decrease) in net assets resulting from operations	$	11,057		$	3,134		$	(440	)	$	582

^A     Foreign taxes $ — $ 2 $ — $ —

See accompanying notes

41

American Beacon Funds
Statements of Operations
Six Months Ended April 30, 2011 (in thousands) (Unaudited)

	High Yield Bond Fund						Retirement Income and Appreciation Fund
	Six Months Ended			Year Ended			Six Months Ended			Year Ended
	April 30, 2011			October 31, 2010			April 30, 2011			October 31, 2010
	(unaudited)						(unaudited)
Increase (Decrease) in Net Assets:
Operations:
Net investment income	$	6,867		$	19,682		$	1,519		$	3,236
Net realized gain on investments, futures contracts, and foreign currency transactions		7,264			17,096			1,350			871
Change in net unrealized appreciation or depreciation of investments, futures contracts, and foreign currency translations		(3,074	)		(1,037	)		265			5,410
Net increase in net assets resulting from operations		11,057			35,741			3,134			9,517
Distributions to Shareholders:
Net investment income:
Institutional Class		(1,687	)		(3,870	)		—			—
Y Class		—			—			(7	)		(2	)
Investor Class		(1,634	)		(6,758	)		(1,813	)		(3,375	)
AMR Class		(3,538	)		(9,049	)		—			—
A Class		(2	)		—			(4	)		—
C Class		(3	)		—			(9	)		(1	)
Net distributions to shareholders		(6,864	)		(19,677	)		(1,833	)		(3,378	)
Capital Share Transactions:
Proceeds from sales of shares		17,637			256,394			30,399			41,365
Reinvestment of dividends and distributions		6,346			17,683			1,721			2,727
Cost of shares redeemed		(71,060	)		(335,193	)		(10,046	)		(16,368	)
Redemption fees		17			74			—			—
Net increase (decrease) in net assets from capital share transactions		(47,060	)		(61,042	)		22,074			27,724
Net increase (decrease) in net assets		(42,867	)		(44,978	)		23,375			33,863
Net Assets:
Beginning of period		185,671			230,649			127,590			93,727
End of Period *	$	142,804		$	185,671		$	150,965		$	127,590
*     Includes undistributed net investment income (loss) of	$	502		$	503		$	(194	)	$	(62	)

See accompanying notes

42

American Beacon Funds
Statements of Changes in Net Assets (in thousands)

	Intermediate Bond Fund						Short-Term Bond Fund
	Six Months Ended			Year Ended			Six Months Ended			Year Ended
	April 30, 2011			October 31, 2010			April 30, 2011			October 31, 2010
	(unaudited)						(unaudited)
Increase (Decrease) in Net Assets:
Operations:
Net investment income	$	4,440		$	8,674		$	1,542		$	3,569
Net realized gain on investments, futures contracts, and foreign currency transactions		99			5,763			585			1,400
Change in net unrealized appreciation or depreciation of investments, futures contracts, and foreign currency translations		(4,979	)		5,150			(1,545	)		837
Net increase (decrease) in net assets resulting from operations		(440	)		19,587			582			5,806
Distributions to Shareholders:
Net investment income:
Institutional Class		(4,663	)		(8,812	)		(1,703	)		(3,855	)
Y Class		(3	)		(2	)		(2	)		—
Investor Class		(50	)		(89	)		(245	)		(945	)
A Class		(3	)		—			(2	)		—
C Class		(2	)		(1	)		(2	)		—
Net realized gain on investments:
Institutional Class		(4,838	)		—			—			—
Y Class		(6	)		—			—			—
Investor Class		(63	)		—			—			—
A Class		(2	)		—			—			—
C Class		(6	)		—			—			—
Net distributions to shareholders		(9,636	)		(8,904	)		(1,954	)		(4,800	)
Capital Share Transactions:
Proceeds from sales of shares		31,439			210,797			70,050			84,366
Reinvestment of dividends and distributions		9,614			8,901			1,932			4,725
Cost of shares redeemed		(41,626	)		(148,261	)		(31,188	)		(90,705	)
Net increase (decrease) in net assets from capital share transactions		(573	)		71,437			40,794			(1,614	)
Net increase (decrease) in net assets		(10,649	)		82,120			39,422			(608	)
Net Assets:
Beginning of period		295,316			213,196			154,585			155,193
End of Period *	$	284,667		$	295,316		$	194,007		$	154,585
*      Includes undistributed net investment income (loss) of	$	501	)	$	501		$	(179	)	$	(539	)

See accompanying notes

43

American Beacon Funds
Notes to Financial Statements
April 30, 2011 (Unaudited)

1. Organization and Significant Accounting Policies

     American Beacon Funds (the “Trust”) which is comprised of 19 Funds, is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, (the “Act”) as a diversified, open-end management investment company. These financial statements and notes to the financial statements relate to the American Beacon High Yield Bond Fund, the American Beacon Retirement Income and Appreciation Fund, the American Beacon Intermediate Bond Fund and the American Beacon Short-Term Bond Fund (each a “Fund” and collectively, the “Funds”), each a series of the Trust.

     American Beacon Advisors, Inc. (the “Manager”), is a wholly-owned subsidiary of Lighthouse Holdings, Inc. and was organized in 1986 to provide business management, advisory, administrative and asset management consulting services to the Trust and other investors.

Class Disclosure

     Each Fund has multiple classes of shares designed to meet the needs of different groups of investors; however, not all Funds offer all classes. The following table sets forth the differences amongst the classes:

Class:	Offered to:
Institutional Class	Investors making an initial investment of $250,000
Y Class	Investors making an initial investment of $100,000
Investor Class	General public and investors investing through an intermediary
A Class	General public and investors investing through an intermediary with applicable sales charges
C Class	General public and investors investing through an intermediary with applicable sales charges
AMR Class	Investors in the tax-exempt retirement and benefit plans of the Manager, AMR Corporation, and its affiliates

     Administrative service fees, service fees and distribution fees vary amongst the classes as described more fully in footnote 2.

Security Valuation

     Investments are valued at the close of the New York Stock Exchange (the “Exchange”), normally 4 p.m. ET, each day that the Exchange is open for business. Equity securities for which market quotations are available are valued at the last sale price or official closing price (closing bid price or last evaluated quote if no sale has occurred) on the primary market or exchange on which they trade.

     Debt securities (other than short-term securities) normally are valued on the basis of prices provided by an independent pricing service and may take into account appropriate factors such as institution-size trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other market data. The prices of debt securities may be determined using quotes obtained from brokers.

     Investments in mutual funds are valued at the closing net asset value per share of the mutual fund on the day of valuation. Investment grade short-term obligations with 60 days or less to maturity are valued using the amortized cost method, which approximates fair value.

     Securities for which market prices are not readily available or are not reflective of the fair value of the security, as determined by the Manager, will be priced at fair value following procedures approved by the Board of Trustees (the “Board”).

44

American Beacon Funds
Notes to Financial Statements
April 30, 2011 (Unaudited)

Valuation Inputs

     Various inputs may be used to determine the value of the Funds’ investments. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.

Level 1 — Quoted prices in active markets for identical securities.

Level 2 — Prices determined using other significant observable inputs. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, and others. Level 2 securities are fixed-income securities that are valued using observable inputs as stated above.

Level 3 — Prices determined using other significant unobservable inputs. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

     The Funds’ investments are summarized by level based on the inputs used to determine their values. During the period there were no significant transfers between levels for the Funds. As of April 30, 2011 the investments were classified as described below (in thousands):

High Yield Bond	Level 1		Level 2		Level 3		Total
Common Stocks	$	902	$	—	$	—	$	902
Preferred Stocks		469		—		—		469
Corporate Obligations		—		134,188		—		134,188
Convertible Obligations		—		1,252		—		1,252
Short Term Investments		4,361		—		—		4,361
Total Investments in Securities	$	5,584	$	135,588	$	—	$	141,172

Retirement Income and Appreciation Fund	Level 1		Level 2		Level 3		Total
Common Stocks	$	8,951	$	—	$	—	$	8,951
Convertible Preferred		975		—		—		975
Preferred Stock		2,123		—		—		2,123
Corporate Obligations		—		50,884		—		50,884
Convertible Obligations		—		19,526		—		19,526
Asset-Backed Obligations		—		4,444		—		4,444
Non-Agency Mortgage Backed Obligations		—		5,636		—		5,636
U.S. Agency Mortgage Backed Obligations		—		18,657		—		18,657
U.S. Treasury Obligations		—		29,168		—		29,168
Short Term Investments		2,173		—		—		2,173
Total Investments in Securities	$	14,222	$	135,310	$	—	$	149,532

Intermediate Bond Fund	Level 1		Level 2		Level 3		Total
Corporate Obligations	$	—	$	125,290	$	—	$	125,290
Asset-Backed Securities		—		8,701		—		8,701
Non-Agency Mortgage Backed Obligations		—		12,637		—		12,637
U.S. Agency Mortgage Backed Obligations		—		68,653		—		68,653
U.S. Agency Obligations		—		977		—		977
U.S. Treasury Obligations		—		59,457		—		59,457
Short Term Investments		6,293		—		—		6,293
Total Investments in Securities	$	6,293	$	275,717	$	—	$	282,009

Short-Term Bond Fund	Level 1		Level 2		Level 3		Total
Corporate Obligations	$	—	$	89,920	$	—	$	89,920
Asset-Backed Securities		—		40,194		—		40,194
Non-Agency Mortgage Backed Obligations		—		4,790		—		4,790
U.S. Agency Mortgage Backed Obligations		—		27,938		—		27,938
U.S. Treasury Obligations		—		19,992		—		19,992
Short Term Investments		11,202		—		—		11,202
Total Investments in Securities	$	11,202	$	181,834	$	—	$	193,036

45

American Beacon Funds
Notes to Financial Statements
April 30, 2011 (Unaudited)

Security Transactions and Investment Income

     Security transactions are recorded on the trade date of the security purchase or sale. The Funds may purchase securities with delivery or payment to occur at a later date. At the time the Funds enter into a commitment to purchase a security, the transaction is recorded and the value of the security is reflected in the net asset value. The value of the security may vary with market fluctuations.

     Dividend income, net of foreign taxes, is recorded on the ex-dividend date except certain dividends from foreign securities which are recorded as soon as the information is available to the Funds. Interest income is earned from settlement date, recorded on the accrual basis, and adjusted, if necessary, for accretion of discounts and amortization of premiums. For financial and tax reporting purposes, realized gains and losses are determined on the basis of specific lot identification.

Dividends to Shareholders

     Dividends from net investment income of the Funds generally will be declared daily, payable monthly. Distributions, if any, of net realized capital gains are generally paid at least annually and recorded on the ex-dividend date.

Commission Recapture

     The Funds have established brokerage commission recapture arrangements with certain brokers or dealers. If a Fund’s investment advisor chooses to execute a transaction through a participating broker, the broker rebates a portion of the commission back to the Fund. Any collateral benefit received through participation in the commission recapture program is directed exclusively to the Fund. These amounts are reported with the net realized gains in the Funds’ Statements of Operations.

Allocation of Income, Expenses, Gains and Losses

     Income, expenses (other than those attributable to a specific class), gains and losses are allocated daily to each class of shares based upon the relative proportion of net assets represented by such class. Operating expenses directly attributable to a specific class are charged against the operations of that class.

Use of Estimates

     The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ from those estimated.

Other

     Under the Trust’s organizational documents, its officers and directors are indemnified against certain liability arising out of the performance of their duties to the Trust. In the normal course of business, the Trust enters into contracts that provide indemnification to the other party or parties against potential costs or liabilities. The Trust’s maximum exposure under these arrangements is dependent on claims that may be made in the future and, therefore, cannot be estimated. The Trust has had no prior claims or losses pursuant to any such agreement.

46

American Beacon Funds
Notes to Financial Statements
April 30, 2011 (Unaudited)

2. Transactions with Affiliates

Management Agreement

     The Trust and the Manager are parties to a Management Agreement that obligates the Manager to provide or oversee the provision of all investment advisory and portfolio management services. Investment assets of the High Yield Bond, Retirement Income and Appreciation, and Intermediate Bond Funds are managed by one or more investment advisors which have entered into separate investment advisory agreements with the Manager. As compensation for performing the duties required under the Management Agreement, the Manager receives from the High Yield Bond Fund and Retirement Income and Appreciation Fund an annualized fee equal to 0.05% of the average daily net assets plus amounts paid by the Manager to the investment advisors hired by the Manager to direct investment activities of the Funds. The Manager receives an annualized fee of 0.20% of the average daily net assets of the Intermediate Bond Fund and pays a portion of its fee to an investment advisor hired by the Manager to direct investment activities of a portion of the Fund. The Manager is one of the investment advisors of the Retirement Income and Appreciation Fund and receives an annualized fee of 0.15% on the portion of assets managed by the Manager. The Manager serves as the sole investment advisor to the Short-Term Bond Fund. Pursuant to the Management Agreement, the Manager receives from the Fund an annualized fee equal to 0.20% of the average daily net assets of the Short-Term Bond Fund. Management fees paid during the six months ended April 30, 2011 were as follows (dollars in thousands):

						Amounts paid		Net Amounts
	Management			Management		to Investment		Retained by
	Fee Rate			Fee		Advisors		Manager
High Yield Bond		0.30%-0.45	%	$	337	$	294	$	43
Retirement Income and Appreciation		0.20%-0.80	%		215		181		34
Intermediate Bond		0.20	%		281		115		166

Administrative Services Agreement

     The Manager and the Trust entered into an Administrative Services Agreement which obligates the Manager to provide or oversee administrative services to the Funds. As compensation for performing the duties required under the Administrative Services Agreement, the Manager receives an annualized fee of 0.05% of the average daily net assets of the AMR Class and 0.30% of the average daily net assets of the Institutional, Y, and Investor Classes and 0.40% of the average daily net assets of the A and C Classes of each Fund except for the Institutional Class of the Intermediate and Short-Term Bond Funds from which the Manager received a fee of 0.05% of average daily net assets. Administrative Service fees for the Y, and some A and C Classes for the six months ended April 30, 2011 were less than $500.

Distribution Plans

     The Trust has adopted a “defensive” Distribution Plan (the “Plan”) in accordance with Rule 12b-1 under the Act, pursuant to which no fees may be charged to the Funds for distribution purposes. However, the Plan authorizes the management and administrative service fees received by the Manager and the investment advisors hired by the Manager to be used for distribution purposes. Under this Plan, the Trust does not intend to compensate the Manager or any other party, either directly or indirectly, for the distribution of Trust shares.

     A separate Distribution Plan (the “Distribution Plan”) has been adopted pursuant to Rule 12b-1 under the Act for the A and C Classes of the Funds. Under the Distribution Plan, as compensation for distribution assistance, the Manager receives an annual fee of 0.25% of the average daily net assets of each A Class and 1.00% of the average daily net assets of each C Class. The fee will be payable without regard to whether the amount of the fee is more or less than the actual expenses incurred in a particular month by the Manager for distribution assistance. Distribution fees for the A and some C Classes for the six-months ended April 30, 2011 were less than $500.

47

American Beacon Funds
Notes to Financial Statements
April 30, 2011 (Unaudited)

Service Plans

     The Manager and the Trust entered into Service Plans that obligate the Manager to oversee additional shareholder servicing of the Y, Investor, A, and C Classes. As compensation for performing the duties required under the Service Plans, the Manager receives 0.10% of the average daily net assets of the Y Class, 0.15% of the average daily net assets of the A and C Classes, and up to 0.375% of the average daily net assets of the Investor Class of each Fund. Service fees for the Y, A, and some C Classes for the six-months ended April 30, 2011 were less than $500.

Interfund Lending Program

     Pursuant to an exemptive order by the Securities and Exchange Commission (“SEC”), the Funds, along with other registered investment companies having management contracts with the Manager, may participate in an interfund lending program as a borrower. This program provides an alternative credit facility allowing the Funds to borrow from other participating Funds. During the six months ended April 30, 2011, the Funds did not utilize the credit facility.

Reimbursement of Expenses

     The Manager voluntarily and contractually agreed to reimburse the following Funds to the extent that total operating expenses exceeded the Fund’s expense cap. Of these amounts approximately $2,000 was receivable from the Manager at April 30, 2011, for the Short-Term Bond Fund. For the six-months ended April 30, 2011, the Manager reimbursed expenses as follows:

		Expense Caps
		3/1/10 to	3/1/11 to	Reimbursed	Expiration of
Fund	Class	2/28/11	4/30/11	Expenses	Reimbursements
High Yield Bond	Y*	N/A	N/A	$1,657	2014
High Yield Bond	A	1.12%	1.12%	1,709	2014
High Yield Bond	C	1.87%	1.87%	1,692	2014
Retirement Income and Appreciation	Y*	N/A	N/A	1,655	2014
Retirement Income and Appreciation	A	N/A	1.14%	1,713	2014
Retirement Income and Appreciation	C	N/A	1.96%	31	2014
Intermediate Bond	Y	0.65%	0.65%	18	2014
Intermediate Bond	Investor	0.79%	0.79%	588	2014
Intermediate Bond	A	0.99%	0.99%	111	2014
Intermediate Bond	C	1.74%	1.74%	146	2014
Short-Term Bond	Y	0.65%	N/A	1,676	2014
Short-Term Bond	Investor	0.79%	0.79%	8,430	2014
Short-Term Bond	A	0.85%	0.85%	1,944	2014
Short Term Bond	C	1.60%	1.60%	1,929	2014

* Voluntary reimbursement

Expense Reimbursement Plan

     The Funds have adopted an Expense Reimbursement Plan whereby the Manager may seek repayment of fees waived or expenses reimbursed for a period of up to three years. However, reimbursement will occur only if the Class’ average net assets have grown or expenses have declined sufficiently to allow reimbursement without causing its expense ratio to exceed the previously agreed upon contractual expense limit. The carryover of excess expenses potentially reimbursable to the Manager but not recorded as a liability for the Intermediate Bond Fund is $10,509, and for the Short-Term Bond Fund $73,068 both expiring in 2012. During the six months ended April 30, 2011, the Funds have not recorded a liability for potential reimbursement, due to the current assessment that a reimbursement is unlikely.

48

American Beacon Funds
Notes to Financial Statements
April 30, 2011 (Unaudited)

3. Federal Income and Excise Taxes

     It is the policy of each of the Funds to comply with the requirements of Subchapter M of the Internal Revenue Code and to distribute substantially all net investment income as well as any net realized capital gains on the sale of investments. Therefore, no federal income or excise tax provision is required.

     The Funds do not have any unrecognized tax benefits in the accompanying financial statements. Each of the tax years in the four year period ended October 31, 2010 remains subject to examination by the Internal Revenue Service. If applicable, the Funds recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in “Other expenses” on the Statements of Operations.

     Dividends are categorized in accordance with income tax regulations which may treat certain transactions differently than U.S. generally accepted accounting principles. Accordingly, the character of distributions and composition of net assets for tax purposes may differ from those reflected in the accompanying financial statements.

     The tax character of distributions paid during the six months ended April 30, 2011 and fiscal year ended October 31, 2010 were as follows (in thousands):

					Retirement Income and
	High Yield Bond				Appreciation
	Six Months				Six Months
	Ended		Year Ended		Ended		Year Ended
	April 30,		October 31,		April 30,		October 31,
	2011		2010		2011		2010
	(Unaudited)				(Unaudited)
Distributions paid from:
Ordinary income*
Institutional Class	$	1,687	$	3,870	$	—	$	—
Y Class		—		—		7		2
Investor Class		1,634		6,758		1,813		3,375
A Class		2		—		4		—
C Class		3		—		9		1
AMR Class		3,538		9,049		—		—
Long-term capital gain
Institutional Class		—		—		—		—
Y Class		—		—		—		—
Investor Class		—		—		—		—
A Class		—		—		—		—
C Class		—		—		—		—
AMR Class		—		—		—		—
Total distributions paid	$	6,864	$	19,677	$	1,833	$	3,378

	Intermediate Bond				Short-Term Bond
	Six Months				Six Months
	Ended		Year Ended		Ended		Year Ended
	April 30,		October 31,		April 30,		October 31,
	2011		2010		2011		2010
	(Unaudited)				(Unaudited)
Distributions paid from:
Ordinary income*
Institutional Class	$	7,973		—	$	1,703		2
Y Class		7				2
Investor Class		93				245
A Class		4				2
C Class		6				2
Long-term capital gain
Institutional Class		1,528		2		—		—
Y Class		2		89		—		945
Investor Class		20		—		—		—
A Class		1		1		—		—
C Class		2		—		—		—
Total distributions paid	$	9,636	$	8,904	$	1,954	$	4,800

* For tax purposes, short-term capital gains are considered ordinary income distributions.

49

American Beacon Funds
Notes to Financial Statements
April 30, 2011 (Unaudited)

As of April 30, 2011, the components of distributable earnings on a tax basis were as follows (in thousands):

				Retirement
	High Yield			Income and			Intermediate			Short-Term
	Bond			Appreciation			Bond			Bond
Cost basis of investments for federal income tax purpose	$	134,982		$	140,785		$	273,336		$	191,362
Unrealized appreciation		10,913			9,292			9,626			2,219
Unrealized depreciation		(4,723	)		(545	)		(953	)		(545	)
Net unrealized appreciation (depreciation)		6,190			8,747			8,673			1,674
Undistributed ordinary income		552			185			502			535
Undistributed long-term gain (loss)		(2,887	)		(254	)		(178	)		(8,046	)
Other temporary differences		(49	)		(6	)		(1	)		(3	)
Distributable earnings (losses)	$	3,806		$	8,672		$	8,996		$	(5,840	)

     Financial reporting records are adjusted for permanent book/tax differences to reflect tax character. Financial records are not adjusted for temporary differences. The temporary differences between financial reporting and tax-basis reporting of unrealized appreciation/(depreciation) are attributable primarily to the tax deferral of losses from wash sales, book amortization for premiums, and income adjustments associated with contingent payment debt instruments.

     Due to inherent differences in the recognition of income, expenses and realized gains/losses under U.S. generally accepted accounting principles and federal income tax regulations, permanent differences between book and tax reporting have been identified and appropriately reclassified on the Statements of Assets and Liabilities. Accordingly, the following amounts represent current year permanent differences derived from book amortization of premium, pay down reclasses, income adjustments associated with contingent payment debt instruments, and dividend reclasses that have been reclassified as of April 30, 2011 (in thousands):

				Retirement
	High Yield			Income and			Intermediate			Short-Term
	Bond			Appreciation			Bond			Bond
Paid-in-capital	$	—		$	(325	)	$	—		$	—
Undistributed net investment income		(4	)		182			281			772
Accumulated net realized gain (loss)		4			144			(281	)		(772	)
Unrealized appreciation (depreciation) of investments and futures contracts		—			(1	)		—			—

     At April 30, 2011 capital loss carry forward positions for federal income tax purposes were as follows (in thousands):

Fund	2014		2015		2016		2017		2018		Total
High Yield Bond		—		—		—		2,887		—		2,887
Retirement Income and Appreciation		—		—		—		254		—		254
Intermediate Bond		—		—		—		—		178		178
Short-Term Bond		2,194		467		5,198		—		187		8,046

     The High Yield Bond and Retirement Income and Appreciation Funds utilized $6,815 and $1,494, respectively of net capital loss carryovers for the six months ended April 30, 2011.

4. Investment Transactions

     The aggregate cost of purchases and proceeds from sales and maturities of long-term investments during the six months ended April 30, 2011 were as follows (in thousands):

			Retirement
	High Yield		Income and		Intermediate		Short-Term
	Bond		Appreciation		Bond		Bond
Purchases (excluding U.S. government securities)	$	98,797	$	45,247	$	130,714	$	94,036
Sales and maturities (excluding U.S. government securities)		144,289		28,876		133,262		63,816
Purchases of U.S. government securities		—		11,400		67,375		4,000
Sales and maturities of U.S. government securities		—		6,225		79,375		2,000

50

American Beacon Funds
Notes to Financial Statements
April 30, 2011 (Unaudited)

5. Capital Share Transactions

     The tables below summarize the activity in capital shares for each Class of the Funds (shares and dollars in thousands):

Six Months Ended April 30, 2011

	Institutional Class						Y Class					Investor Class
High Yield Bond Fund	Shares			Amount			Shares		Amount			Shares			Amount
Shares sold		457		$	4,183			1	$	6			346		$	3,160
Reinvestment of dividends		134			1,230			–		–			173			1,574
Shares redeemed		(391	)		(3,564	)*		–		–	*		(5,354	)		(49,172	)*
Net increase (decrease) in shares outstanding		200		$	1,849			1	$	6			(4,835	)	$	(44,438	)

	AMR Class						A Class					C Class
High Yield Bond Fund	Shares			Amount			Shares		Amount			Shares		Amount
Shares sold		1,106		$	10,098			3	$	28			18	$	162
Reinvestment of dividends		387			3,538			–		2			–		2
Shares redeemed		(2,018	)		(18,305	)*		–		(1	)*		–		(1	)*
Net increase (decrease) in shares outstanding		(525	)	$	(4,669	)		3	$	29			18	$	163

^* Net of Redemption Fees

	Y Class					Investor Class						A Class					C Class
Retirement Income and
Appreciation Fund	Shares		Amount			Shares			Amount			Shares		Amount			Shares			Amount
Shares sold		13	$	139			2,781		$	29,822			25	$	265			16		$	173
Reinvestment of dividends		–		7			159			1,703			–		4			1			7
Shares redeemed		–		(3	)		(921	)		(9,877	)		–		(1	)		(16	)		(165	)
Net increase in shares outstanding		13	$	143			2,019		$	21,648			25	$	268			1		$	15

	Institutional Class						Y Class						Investor Class
Intermediate Bond Fund	Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		2,845		$	30,574			3		$	26			39		$	413
Reinvestment of dividends		890			9,496			1			9			10			105
Shares redeemed		(3,736	)		(40,217	)		(35	)		(368	)		(83	)		(885	)
Net increase (decrease) in shares outstanding		(1	)	$	(147	)		(31	)	$	(333	)		(34	)	$	(367	)

	A Class						C Class
Intermediate Bond Fund	Shares			Amount			Shares			Amount
Shares sold		40		$	426			–		$	–
Reinvestment of dividends		–			1			–			3
Shares redeemed		(5	)		(59	)		(9	)		(97	)
Net increase (decrease) in shares outstanding		35		$	368			(9	)	$	(94	)

	Institutional Class						Y Class					Investor Class
Short-Term Bond Fund	Shares			Amount			Shares		Amount			Shares			Amount
Shares sold		5,928		$	52,119			33	$	290			1,771		$	15,602
Reinvestment of dividends		193			1,701			–		2			26			227
Shares redeemed		(2,665	)		(23,470	)		–		(1	)		(826	)		(7,276	)
Net increase in shares outstanding		3,456		$	30,350			33	$	291			971		$	8,553

51

American Beacon Funds
Notes to Financial Statements
April 30, 2011 (Unaudited)

	A Class						C Class
Short-Term Bond Fund	Shares			Amount			Shares			Amount
Shares sold		175		$	1,540			57		$	499
Reinvestment of dividends		–			1			–			1
Shares redeemed		(24	)		(213	)		(26	)		(228	)
Net increase in shares outstanding		151		$	1,328			31		$	272

Period Ended October 31, 2010

	Institutional Class						Y Class					Investor Class
High Yield Bond Fund	Shares			Amount			Shares		Amount			Shares			Amount
Shares sold		1,192		$	10,318			–	$	1			10,613		$	91,795
Reinvestment of dividends		228			1,978			–		–			767			6,656
Shares redeemed		(2,453	)		(21,256	)*		–		–	*		(16,175	)		(139,538	)*
Net increase (decrease) in shares outstanding		(1,033	)	$	(8,960	)		–	$	1			(4,795	)	$	(41,087	)

	AMR Class						A Class					C Class
High Yield Bond Fund	Shares			Amount			Shares		Amount			Shares		Amount
Shares sold		17,993		$	154,205			4	$	39			4	$	36
Reinvestment of dividends		1,042			9,049			–		–			–		–
Shares redeemed		(20,103	)		(174,325	)*		–		–	*		–		–	*
Net increase (decrease) in shares outstanding		(1,068	)	$	(11,071	)		4	$	39			4	$	36

^* Net of Redemption Fees

	Y Class				Investor Class						A Class				C Class
Retirement Income and
Appreciation Fund	Shares		Amount		Shares			Amount			Shares		Amount		Shares		Amount
Shares sold		34	$	357		3,818		$	39,811			15	$	164		96	$	1,033
Reinvestment of dividends		–		2		262			2,724			–		–		–		1
Shares redeemed		–		–		(1,567	)		(16,368	)		–		–		–		–
Net increase in shares outstanding		34	$	359		2,513		$	26,167			15	$	164		96	$	1,034

	Institutional Class						Y Class					Investor Class
Intermediate Bond Fund	Shares			Amount			Shares		Amount			Shares			Amount
Shares sold		19,109		$	208,277			34	$	381			163		$	1,767
Reinvestment of dividends		812			8,811			–		2			8			88
Shares redeemed		(13,473	)		(147,900	)		–		(2	)		(33	)		(359	)
Net increase in shares outstanding		6,448		$	69,188			34	$	381			138		$	1,495

	A Class				C Class
Intermediate Bond Fund	Shares		Amount		Shares		Amount
Shares sold		4	$	46		29	$	326
Reinvestment of dividends		–		–		–		–
Shares redeemed		–		–		–		–
Net increase in shares outstanding		4	$	46		29	$	326

	Institutional Class						Y Class				Investor Class
Short-Term Bond Fund	Shares			Amount			Shares		Amount		Shares			Amount
Shares sold		3,254		$	28,766			6	$	51		6,276		$	55,504
Reinvestment of dividends		435			3,852			–		–		99			873
Shares redeemed		(3,048	)		(26,963	)		–		–		(7,209	)		(63,742	)
Net increase (decrease) in shares outstanding		641		$	5,655			6	$	51		(834	)	$	(7,365	)

52

American Beacon Funds
Notes to Financial Statements - Continued
April 30, 2011 (Unaudited)

	A Class				C Class
Short-Term Bond Fund	Shares		Amount		Shares		Amount
Shares sold		5	$	44		–	$	1
Reinvestment of dividends		–		–		–		–
Shares redeemed		–		–		–		–
Net increase (decrease) in shares outstanding		5	$	44		–	$	1

53

American Beacon Funds High Yield Bond Fund
Financial Highlights
(For a share outstanding throughout the period)

	Institutional Class																		Y Class						Investor Class
	Six																								Six			Year
	Months																		Six Months			March 01			Months			Ended
	Ended																		Ended			to			Ended			October
	April 30,			Year Ended October 31,															April 30,			October			April 30,			31,
	2011			2010			2009			2008A			2007			2006B			2011			31, 2010			2011			2010
	(unaudited)																		(unaudited)						(unaudited)
Net asset value, beginning of period	$	9.05		$	8.42		$	6.77		$	10.11		$	10.20		$	10.22		$	9.06		$	8.63		$	9.06		$	8.42
Income from investment operations:
Net investment income		0.37			0.75			0.79			0.78			0.77			0.88			0.37			0.50			0.35			0.73
Net gains (losses) on securities (both realized and unrealized)		0.23			0.63			1.66			(3.34	)		(0.09	)		0.09			0.24			0.43			0.24			0.64
Total income (loss) from investment operations		0.60			1.38			2.45			(2.56	)		0.68			0.97			0.61			0.93			0.59			1.37
Less distributions:
Dividends from net investment income		(0.36	)		(0.75	)		(0.80	)		(0.78	)		(0.77	)		(0.88	)		(0.37	)		(0.50	)		(0.35	)		(0.73	)
Distributions from net realized gains on securities		—			—			—			—			—			(0.11	)		—			—			—			—
Total distributions		(0.36	)		(0.75	)		(0.80	)		(0.78	)		(0.77	)		(0.99	)		(0.37	)		(0.50	)		(0.35	)		(0.73	)
Redemption fees added to beneficial interests		—			—			—			—			—			—			—			—			—			—
Net asset value, end of period	$	9.29		$	9.05		$	8.42		$	6.77		$	10.11		$	10.20		$	9.30		$	9.06		$	9.30		$	9.06
Total return C		6.81	%D		17.17	%		39.06	%		(27.03	)%		6.85	%		8.78	%		6.83	%D		11.17	%D		6.65	%D		17.00	%
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	44,418		$	41,459		$	47,254		$	62,138		$	114,911		$	231,693		$	7		$	1		$	10,613		$	54,142
Ratios to average net assets (annualized):
Expenses, net of waivers		0.82	%		0.79	%		0.79	%		0.85	%		0.85	%		0.85	%		0.85	%		0.82	%E		1.07	%		1.04	%
Expenses, before waivers		0.82	%		0.79	%		0.79	%		0.85	%		0.86	%		0.85	%		130.81	%		0.82	%E		1.07	%		1.04	%
Net investment income, net of waivers		8.03	%		8.69	%		11.46	%		8.38	%		7.55	%		7.55	%		7.89	%		8.53	%E		7.80	%		8.48	%
Net investment income (loss), before waivers		8.03	%		8.69	%		11.46	%		8.38	%		7.54	%		7.55	%		(122.07	)%		8.53	%E		7.80	%		8.48	%
Portfolio turnover rate		61	%D		176	%		212	%		157	%		92	%		88	%		61	%D		176	%F		61	%D		176	%

A	On May 21, 2008, Post Advisory Group, LLC ceased managing a portion of the High Yield Bond Fund and on May 22, 2008 Logan Circle Partners, L.P. began managing a portion of the High Yield Bond Fund.
B	Franklin Advisers, Inc. was added as an investment advisor to the High Yield Bond Fund on September 12, 2006.
C	Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable.
D	Not annualized.
E	Annualized.
F	Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.
G	Portfolio turnover rate is for the period from November 1, 2006 through October 31, 2007.

54

												AMR Class															A Class						C Class
												Six															Six						Six
												Months												September			Months			May 17			Months			September
												Ended												04 to			Ended			to			Ended			01 to
												April 30,			Year Ended October 31,									October			April 30,			October			April 30,			October
2009			2008A			2007			2006B			2011			2010			2009			2008A			31,2007			2011			31, 2010			2011			31, 2010
												(unaudited)															(unaudited)						(unaudited)
$	6.77		$	10.11		$	10.21		$	10.22		$	9.06		$	8.42		$	6.77		$	10.11		$	9.94		$	9.08		$	8.67		$	9.05		$	8.68
	0.78			0.75			0.75			0.85			0.38			0.78			0.81			0.80			0.12			0.35			0.32			0.32			0.09
	1.65			(3.34	)		(0.10	)		0.10			0.24			0.63			1.65			(3.34	)		0.17			0.23			0.41			0.24			0.37
	2.43			(2.59	)		0.65			0.95			0.62			1.41			2.46			(2.54	)		0.29			0.58			0.73			0.56			0.46
	(0.78	)		(0.75	)		(0.75	)		(0.85	)		(0.38	)		(0.77	)		(0.81	)		(0.80	)		(0.12	)		(0.35	)		(0.32	)		(0.32	)		(0.09	)
	—			—			—			(0.11	)		—			—			—			—			—			—			—			—			—
	(0.78	)		(0.75	)		(0.75	)		(0.96	)		(0.38	)		(0.77	)		(0.81	)		(0.80	)		(0.12	)		(0.35	)		(0.32	)		(0.32	)		(0.09	)
	—			—			—			—			—			—			—			—			—			—			—			—			—
$	8.42		$	6.77		$	10.11		$	10.21		$	9.30		$	9.06		$	8.42		$	6.77		$	10.11		$	9.31		$	9.08		$	9.29		$	9.05
	38.70	%		(27.24	)%		6.52	%		8.63	%		6.94%D			17.59	%		39.41	%		(26.84	)%		2.94%D			6.52%D			8.66%D			6.27%D			5.31%D
$	90,736		$	13,949		$	28,758		$	80,284		$	87,494		$	89,992		$	92,659		$	44,060		$	82,322		$	70		$	40		$	202		$	37
	1.01	%		1.10	%		1.08	%		1.08	%		0.57	%		0.54	%		0.53	%		0.58	%		0.61	%E		1.12	%		1.12	%E		1.82	%		1.87	%E
	1.01	%		1.10	%		1.08	%		1.08	%		0.57	%		0.54	%		0.53	%		0.58	%		0.61	%E		8.91	%		1.30	%E		5.61	%		2.29	%E
	9.36	%		8.06	%		7.32	%		7.33	%		8.29	%		8.91	%		10.34	%		8.64	%		7.54	%E		7.70	%		7.11	%E		6.77	%		5.40	%E
	9.36	%		8.06	%		7.32	%		7.33	%		8.29	%		8.91	%		10.34	%		8.64	%		7.54	%E		(0.09	)%		6.93	%E		2.98	%		4.97	%E
	212	%		157	%		92	%		88	%		61	%D		176	%		212	%		157	%		92	%G		61	%D		176	%F		61	%D		176	%F

55

American Beacon Funds Retirement Income and Appreciation Fund
Financial Highlights
(For a share outstanding throughout the period)

	Y Class						Investor Class
	Six						Six
	Months			March 01			Months
	Ended			to			Ended
	April 30,			October			April 30,			Year Ended October 31,
	2011			31, 2010			2011			2010			2009			2008			2007
	(unaudited)						(unaudited)
Net asset value, beginning of period	$	10.80		$	10.31		$	10.81		$	10.25		$	8.80		$	10.50		$	10.25
Income from investment operations:
Net investment income		0.13			0.20			0.16			0.36			0.32			0.41			0.36
Net gains (losses) on securities (both realized and unrealized)		0.11			0.49			0.07			0.51			1.53			(1.39	)		0.32
Total income (loss) from investment operations		0.24			0.69			0.23			0.87			1.85			(0.98	)		0.68
Less distributions:
Dividends from net investment income		(0.16	)		(0.20	)		(0.15	)		(0.31	)		(0.40	)		(0.49	)		(0.42	)
Distributions from net realized gains on securities		—			—			—			—			—			(0.23	)		(0.01	)
Return of capital		—			—			—			—			—			—			—
Total distributions		(0.16	)		(0.20	)		(0.15	)		(0.31	)		(0.40	)		(0.72	)		(0.43	)
Net asset value, end of period	$	10.88		$	10.80		$	10.89		$	10.81		$	10.25		$	8.80		$	10.50
Total return A		2.24	%B		6.78	%B		2.12	%B		8.60	%		21.50	%		(10.02	)%		6.75	%
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	516		$	367		$	148,952		$	126,022		$	93,727		$	100,469		$	99,789
Ratios to average net assets (annualized):
Expenses		0.83	%		0.80	%C		1.10	%		1.08	%		1.01	%		0.92	%		0.94	%
Expenses, before waivers		1.54	%		0.80	%C		1.10	%		1.08	%		1.01	%		0.92	%		0.94	%
Net investment income		2.44	%		2.74	%C		2.19	%		2.79	%		3.86	%		3.64	%		3.69	%
Net investment income, before waivers		1.74	%		2.74	%C		2.19	%		2.79	%		3.86	%		3.64	%		3.69	%
Portfolio turnover rate		22	%B		51	%D		22	%B		51	%		53	%		76	%		103	%

A	Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable.
B	Not annualized.
C	Annualized.
D	Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.

56

			A Class						C Class
			Six						Six
			Months			May 17			Months			September
			Ended			to			Ended			01 to
			April 30,			October			April 30,			October
2006			2011			31, 2010			2011			31, 2010
			(unaudited)						(unaudited)
$	9.98		$	10.81		$	10.37		$	10.82		$	10.61
	0.33			0.11			0.13			0.07			0.03
	0.29			0.11			0.44			0.11			0.20
	0.62			0.22			0.57			0.18			0.23
	(0.35	)		(0.13	)		(0.13	)		(0.09	)		(0.02	)
—			—			—			—			—
—			—			—			—			—
	(0.35	)		(0.13	)		(0.13	)		(0.09	)		(0.02	)
$	10.25		$	10.90		$	10.81		$	10.91		$	10.82
	6.36	%		2.04	%B		5.52	%B		1.78	%B		2.19	%B
$	125,915		$	439		$	166		$	1,058		$	1,035
	0.93	%		1.19	%		1.14	%C		1.98	%		1.96	%C
	0.93	%		2.15	%		1.20	%C		1.99	%		2.33	%C
	3.21	%		2.05	%		2.10	%C		1.31	%		1.77	%C
	3.21	%		1.09	%		2.03	%C		1.30	%		1.40	%C
	65	%		22	%B		51	%D		22	%B		51	%D

57

American Beacon Intermediate Bond Fund
Financial Highlights
(For a share outstanding throughout the period)

	Institutional Class																		Y Class
	Six																		Six
	Months																		Months
	Ended																		Ended
	April 30,			Year Ended October 31,															April 30,
	2011			2010			2009			2008			2007			2006			2011
	(unaudited)																		(unaudited)
Net asset value, beginning of period	$	11.10		$	10.69		$	9.61		$	10.10		$	10.02		$	10.01		$	11.10
Income from investment operations:
Net investment income		0.17			0.39			0.46			0.50			0.50			0.46			0.15	E
Net gains (losses) on securities (both realized and unrealized)		(0.18	)		0.40			1.07			(0.51	)		0.07			0.02			(0.14	)
Total income (loss) from investment operations		(0.01	)		0.79			1.53			(0.01	)		0.57			0.48			0.01
Less distributions:
Dividends from net investment income		(0.18	)		(0.38	)		(0.45	)		(0.48	)		(0.49	)		(0.47	)		(0.16	)
Distributions from net realized gains on securities		(0.19	)		—			—			—			—			—			(0.19	)
Total distributions		(0.37	)		(0.38	)		(0.45	)		(0.48	)		(0.49	)		(0.47	)		(0.35	)
Net asset value, end of period	$	10.72		$	11.10		$	10.69		$	9.61		$	10.10		$	10.02		$	10.76
Total return A		(0.07)	%B		7.56	%		16.17	%		(0.26	)%		5.83	%		4.96	%		0.14	%B
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	280,673		$	290,734		$	210,983		$	147,634		$	109,674		$	97,319		$	33
Ratios to average net assets (annualized):
Expenses, net of waivers		0.32	%		0.33	%		0.32	%		0.30	%		0.34	%		0.35	%		0.65	%
Expenses, before waivers		0.32	%		0.33	%		0.32	%		0.30	%		0.34	%		0.35	%		0.67	%
Net investment income, net of waivers		3.17	%		3.39	%		4.32	%		4.70	%		4.86	%		4.64	%		2.80	%
Net investment income, before waivers		3.17	%		3.39	%		4.31	%		4.70	%		4.86	%		4.64	%		2.78	%
Portfolio turnover rate		47	%B		96	%		157	%		105	%		85	%		122	%		47	%B

A	Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable.
B	Not annualized.
C	Annualized.
D	Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.
E	For purposes of this calculation, the change in undistributed net investment income per share was derived by dividing the change in undistributed net investment income by average shares outstanding for the period.
F	Portfolio turnover rate is for the period from November 1, 2008 through October 31, 2009.

58

			Investor Class									A Class						C Class
			Six									Six						Six
March			Months			Year			March			Months			May 17			Months			September
01 to			Ended			Ended			02 to			Ended			to			Ended			01 to
October 31,			April 30,			October			October			April 30,			October			April 30,			October
2010			2011			31, 2010			31, 2009			2011			31, 2010			2011			31, 2010
			(unaudited)									(unaudited)						(unaudited)
$	10.69		$	11.08		$	10.68		$	10.14		$	11.07		$	10.74		$	11.08		$	11.05
	0.23			0.14			0.33			0.27			0.14			0.13			0.10E			0.03
	0.41			(0.18	)		0.41			0.54			(0.19	)		0.33			(0.19	)		0.03
	0.64			(0.04	)		0.74			0.81			(0.05	)		0.46			(0.09	)		0.06
	(0.23	)		(0.15	)		(0.34	)		(0.27	)		(0.14	)		(0.13	)		(0.10	)		(0.03	)
	—			(0.19	)		—			—			(0.19	)		—			(0.19	)		—
	(0.23	)		(0.34	)		(0.34	)		(0.27	)		(0.33	)		(0.13	)		(0.29	)		(0.03	)
$	11.10		$	10.70		$	11.08		$	10.68		$	10.69		$	11.07		$	10.70		$	11.08
	6.03	%B		(0.31	)%B		7.01	%		8.05	%B		(0.41	)%B		4.31	%B		(0.76	)%B		0.56	%B
$	382		$	3,329		$	3,829		$	2,213		$	414		$	46		$	218		$	325
	0.64	%C		0.79	%		0.76	%		0.81	%C		0.98	%		0.95	%C		1.71	%		1.74	%C
	0.67	%C		0.82	%		0.83	%		1.22	%C		1.07	%		1.05	%C		1.83	%		2.09	%C
	2.60	%C		2.68	%		2.95	%		3.74	%C		2.50	%		2.25	%C		1.78	%		1.23	%C
	2.58	%C		2.64	%		2.88	%		3.33	%C		2.41	%		2.15	%C		1.66	%		0.88	%C
	96	%D		47	%B		96	%		157	%F		47	%B		96	%D		47	%B		96	%D

59

American Beacon Short-Term Bond Fund
Financial Highlights
(For a share outstanding throughout the period)

	Institutional Class
	Six
	Months
	Ended
	April 30,			Year Ended October 31,
	2011			2010			2009			2008			2007			2006
	(unaudited)
Net asset value, beginning of period	$	8.89		$	8.83		$	8.58		$	8.79		$	8.74		$	8.75
Income from investment operations:
Net investment income (loss)		0.20			0.23			0.22	A		0.35	A		0.39	A		0.32	A
Net gains (losses) on securities (both realized and unrealized)		(0.18	)		0.10			0.33			(0.15	)		0.09			0.07
Total income (loss) from investment operations		0.02			0.33			0.55			0.20			0.48			0.39
Less distributions:
Dividends from net investment income		(0.11	)		(0.27	)		(0.30	)		(0.41	)		(0.43	)		(0.40	)
Distributions from net realized gains on securities		—			—			—			—			—			—
Total distributions		(0.11	)		(0.27	)		(0.30	)		(0.41	)		(0.43	)		(0.40	)
Net asset value, end of period	$	8.80		$	8.89		$	8.83		$	8.58		$	8.79		$	8.74
Total return B		0.24	%C		3.78	%		6.56	%		2.21	%		5.61	%		4.56	%
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	160,507		$	131,314		$	124,791		$	255,725		$	89,427		$	73,417
Ratios to average net assets (annualized):
Expenses, net of waivers		0.31	%		0.35	%		0.33	%		0.31	%		0.37	%		0.35	%
Expenses, before waivers		0.31	%		0.35	%		0.33	%		0.31	%		0.37	%		0.35	%
Net investment income (loss), net of waivers		1.99	%		2.27	%		2.62	%		3.75	%		4.48	%		3.64	%
Net investment income (loss), before waivers		1.99	%		2.27	%		2.61	%		3.75	%		4.48	%		3.64	%
Portfolio turnover rate		40	%C		60	%		140	%		21	%		40	%		48	%

A	For purposes of this calculation, the change in undistributed net investment income per share was derived by dividing the change in undistributed net investment income by average shares outstanding for the period.
B	Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable.
C	Not annualized.
D	Annualized.
E	Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.

60

Y Class						Investor Class																		A Class						C Class
Six						Six																		Six						Six
Months			March			Months																		Months			May			Months			September
Ended			01 to			Ended																		Ended			17 to			Ended			01 to
April 30,			October 31,			April 30,			Year Ended October 31,															April 30,			October 31,			April 30,			October 31,
2011			2010			2011			2010			2009			2008			2007			2006			2011			2010			2011			2010
(unaudited)						(unaudited)																		(unaudited)						(unaudited)
$	8.90		$	8.84		$	8.89		$	8.84		$	8.59		$	8.81		$	8.76		$	8.77		$	8.89		$	8.84		$	8.90		$	8.88
	0.10			0.15			0.17			0.08			0.20	A		0.29	A		0.35	A		0.27	A		0.09			0.09			0.10			(0.04	)
	(0.08	)		0.08			(0.16	)		0.21			0.34			(0.15	)		0.09			0.07			(0.09	)		0.07			(0.13	)		0.08
	0.02			0.23			0.01			0.29			0.54			0.14			0.44			0.34			0.00			0.16			(0.03	)		0.04
	(0.10	)		(0.17	)		(0.09	)		(0.24	)		(0.29	)		(0.36	)		(0.39	)		(0.35	)		(0.09	)		(0.11	)		(0.06	)		(0.02	)
	—			—			—			—			—			—			—			—			—			—			—			—
	(0.10	)		(0.17	)		(0.09	)		(0.24	)		(0.29	)		(0.36	)		(0.39	)		(0.35	)		(0.09	)		(0.11	)		(0.06	)		(0.02	)
$	8.82		$	8.90		$	8.81		$	8.89		$	8.84		$	8.59		$	8.81		$	8.76		$	8.80		$	8.89		$	8.81		$	8.90
	0.18	%C		2.55	%C		0.13	%C		3.33	%		6.34	%		1.54	%		5.08	%		4.01	%		(0.05)	%C		1.78	%C		(0.37)	%C		0.48	%C
$	343		$	51		$	31,514		$	23,175		$	30,402		$	7,733		$	2,976		$	7,189		$	1,371		$	44		$	272		$	1
	0.65	%		0.64	%D		0.76	%		0.67	%		0.54	%		0.85	%		0.87	%		0.88	%		0.83	%		0.81	%D		1.58	%		1.60	%D
	2.38	%		0.65	%D		0.83	%		0.86	%		0.85	%		0.88	%		0.98	%		0.90	%		2.49	%		1.02	%D		3.05	%		2.28	%D
	1.51	%		1.47	%D		1.52	%		1.94	%		2.20	%		3.19	%		3.91	%		3.10	%		1.24	%		0.69	%D		0.64	%		(2.88)	%D
	(0.22	)%		1.45	%D		1.45	%		1.75	%		1.89	%		3.16	%		3.81	%		3.08	%		(0.43	)%		0.49	%D		(0.83	)%		(3.57)	%D
	40	%C		60	%E		40	%C		60	%		140	%		21	%		40	%		48	%		40	%C		60	%E		40	%C		60	%E

61

Delivery of Documents

eDelivery is NOW AVAILABLE- Stop traditional mail delivery and receive your
shareholder reports and summary prospectus on-line. Sign up at
www.americanbeaconfunds.com

If you invest in the Fund through a financial institution, you may be able to receive the Fund’s regulatory mailings, such as the Prospectus, Annual Report and Semi-Annual Report, by e-mail. If you are interested in this option, please go to www.icsdelivery.com and search for your financial institution’s name or contact your financial institution directly.

To obtain more information about the Fund:

7	8
By E-mail:	On the Internet:
american_beacon.funds@ambeacon.com	Visit our website at www.americanbeaconfunds.com
(	-
By Telephone:	By Mail:
Institutional Class	American Beacon Funds
Call (800) 658-5811	P.O. Box 219643
AMR ClassSM	Kansas City, MO 64121-9643
Call (800) 345-2345
Investor Class® Class
Call (800) 388-3344
Availability of Quarterly Portfolio Schedules	Availability of Proxy Voting Policy and Records
In addition to the Schedule of Investments provided in each semi-annual and annual report, the Fund files a complete schedule of its portfolio holdings with the Securities and Exchange Commission (“SEC”) on Form N-Q as of the first and third fiscal quarters. The Fund’s Forms N-Q are available on the SEC’s website at www.sec.gov. The Forms N-Q may also be reviewed and copied at the SEC’s Public Reference Room, 450 Fifth Street, NW, Washington, DC 20549. Information regarding the operation of the SEC’s Public Reference Room may be obtained by calling 1-800-SEC-0330. A complete schedule of the Fund’s portfolio holdings is also available on the Funds’ website (www.americanbeaconfunds.com) approximately twenty days after the end of each month.	A description of the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities is available in the Fund’s Statement of Additional Information, is available free of charge on the Fund’s website (www.americanbeaconfunds.com) and by calling 1-800-967-9009 or by accessing the SEC’s website at www.sec.gov. The Fund’s proxy voting record for the most recent year ended June 30 is filed annually with the SEC on Form N-PX. The Fund’s Forms N-PX are available on the SEC’s website at www.sec.gov. The Fund’s proxy voting record may also be obtained by calling 1-800-967-9009.

Fund Service Providers:

Custodian
State Street Bank and
Trust
Boston, Massachusetts Transfer Agent
Boston Financial Data
Services
Kansas City, Missouri Independent Registered
Public
Accounting
Firm
Ernst & Young LLP
Dallas, Texas Distributor
Foreside Fund Services
Portland, Maine

This report is prepared for shareholders of the American Beacon Funds and may be distributed to others only if preceded or accompanied by a current Prospectus or Summary Prospectus.

American Beacon Fund, American Beacon High Yield Bond Fund, American Beacon Retirement Income and Appreciation Fund, American Beacon Intermediate Bond and American Beacon Short-Term Bond Fund are service marks of American Beacon Advisors, Inc.

SAR 04/11

62

ITEM 1. REPORTS TO STOCKHOLDERS.

ITEM 2. CODE OF ETHICS.

The Trust did not amend the code of ethics that applies to its principal executive and financial officers (the “Code”) nor did it grant any waivers to the provisions of the Code during the period covered by the shareholder reports presented in Item 1.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

Not Applicable.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not Applicable.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable.

ITEM 6. SCHEDULE OF INVESTMENTS.

The schedules of investments for each series of the Trust are included in the shareholder reports presented in Item 1.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The Trust has made no material changes to the procedures by which shareholders may recommend nominees to the Trust’s Board of Trustees since the Trust last disclosed such procedures in Schedule 14A.

ITEM 11. CONTROLS AND PROCEDURES.

     (a) Based upon an evaluation within 90 days of the filing date of this report, the principal executive and financial officers concluded that the disclosure controls and procedures of the Trust are effective.

     (b) There were no changes in the Trust’s internal control over financial reporting during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Trust’s internal control over financial reporting.

ITEM 12. EXHIBITS.

     (a)(1) Not applicable.

     (a)(2) A separate certification for each principal executive officer and principal financial officer of the Trust as required by Rule

          30a-2(a) under the Investment Company Act of 1940 is attached hereto as EX-99.CERT.

     (a)(3) Not applicable.

     (b) The certifications required by Rule 30a-2(b) under the Investment Company Act of 1940 are attached hereto as EX-99.906CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant): American Beacon Funds
By	/s/ Gene L. Needles, Jr.
	Gene L. Needles, Jr.
	President American Beacon Funds

Date: July 7, 2011

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By	/s/ Gene L. Needles, Jr.
	Gene L. Needles, Jr.
	President American Beacon Funds

Date: July 7, 2011

By	/s/ Melinda G. Heika
	Melinda G. Heika
	Treasurer American Beacon Funds

Date: July 7, 2011

EX-99.CERT

For period ended 04/30/2011

Registrant Name: American Beacon Funds

File Number: 811-4984

EXHIBIT 99.CERT

I, Melinda G. Heika, certify that:

1. I have reviewed this report on Form N-CSR of American Beacon Funds;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 7, 2011	/s/ Melinda G. Heika
	Melinda G. Heika Treasurer
	American Beacon Funds

I, Gene L. Needles, Jr., certify that:

1. I have reviewed this report on Form N-CSR of American Beacon Funds;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 7, 2011	/s/ Gene L. Needles, Jr.
	Gene L. Needles, Jr.
	President American Beacon Funds

EX-99.906CERT

For period ended 04/30/2011

Registrant Name: American Beacon Funds

File Number: 811-4984

EXHIBIT 99.906CERT

Gene L. Needles, Jr. and Melinda G. Heika, respectively, the President and Treasurer of the American Beacon Funds (the “Registrant”), each certify to the best of his or her knowledge and belief that:

1. the Registrant’s report on Form N-CSR for the period ended April 30, 2011 (the “Form N-CSR”) fully complies with the requirements of Section 15(d) of the Securities Exchange Act of 1934, as amended; and

2. the information contained in such Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

/s/ Gene L. Needles, Jr.	/s/ Melinda G. Heika
Gene L. Needles, Jr.	Melinda G. Heika
President	Treasurer
American Beacon Funds	American Beacon Funds

Date: July 7, 2011

A signed original of this written statement required by Section 906 has been provided to American Beacon Funds and will be retained by American Beacon Funds and furnished to the Securities and Exchange Commission or its staff upon request.