November 14, 2011
VIA EDGAR
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
| Re: | American Beacon Funds | |
Registration Statement on Form N-14 |
Dear Sir or Madam:
On behalf of American Beacon Funds (the “Trust”), transmitted herewith for filing is a registration statement for the Trust on Form N-14 (the “Registration Statement”). The Registration Statement includes a Letter to Shareholders, Notice of Special Meeting of Shareholders of the Bridgeway Large-Cap Value Fund, (the “Target Fund”), Shareholder Q&A, Combined Proxy Statement and Prospectus (the “Proxy Statement/Prospectus”) and Form of Proxy for the special meeting of shareholders of the Target Fund scheduled to be held on February 1, 2012 (the “Special Meeting”). The Special Meeting is being held to request shareholder approval of the reorganization of the Target Fund’s Class N Shares into Institutional Class shares of the American Beacon Bridgeway Large Cap Value Fund (the “Acquiring Fund”), a newly created series of the Trust. At their meeting on November 7, 2011, the Trustees of the Trust approved the reorganization of the Target Fund into the Acquiring Fund.
In connection with the reorganization, the assets and liabilities of the Target Fund will be acquired and assumed by the Acquiring Fund in exchange for shares of the Acquiring Fund. Thereafter, the Target Fund will be liquidated and terminated, and shares of the Acquiring Fund will be distributed to the Target Fund’s shareholders.
Pursuant to Rule 488 under the Securities Act of 1933, as amended, this Registration Statement will become effective on the 30th day after the date of this letter.
This transmission contains a conformed signature page. The manually signed original of this document is maintained at the offices of the Trust.
U.S. Securities and Exchange Commission
November 14, 2011
Page 2
If you have any questions or comments concerning the foregoing, please call me at (202) 778-9187.
| Very truly yours, | |||
| /s/ Francine J. Rosenberger | |||
| Francine J. Rosenberger | |||
| Attachments | |||
| cc: | Rosemary Behan | ||
| John Okray | |||
| American Beacon Advisors, Inc. | |||