American Beacon Balanced Fund (AABPX) N-CSRS Certified semi-annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

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) 967-3509

Date of fiscal year end: August 31, 2014

Date of reporting period: February 28, 2014

ITEM 1. REPORT TO STOCKHOLDERS.

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

President’s Message	1
Performance Overview	2
Schedule of Investments	5
Financial Statements	38
Notes to the Financial Statements	42
Financial Highlights	68
Additional Information	Back Cover

Important Information: Indexes are unmanaged and one cannot invest directly in an index. Because the Fund has a flexible approach to investing, the risks of the Fund are likewise varied. The primary risks fall into one of several broad categories including high-yield securities risk, credit risk, foreign investment risk, derivatives risk, interest rate risk and non-diversification risk. Investing in foreign denominated and/or domiciled securities may involve heightened risk due to currency fluctuations, and economic and political risks, which may be enhanced in emerging markets. Mortgage and asset-backed securities may be sensitive to changes in interest rates, subject to early repayment risk and their value may fluctuate in response to the market’s perception of issuer creditworthiness; while generally supported by some form of government or private guarantee, there is no assurance that private guarantors will meet their obligations. Income from municipal bonds may be subject to state and local taxes and at times the alternative minimum tax. Derivatives may involve certain costs and risks such as liquidity, interest rate, market, credit, management and the risk that a position could not be closed when more advantageous. Investing in derivatives could result in losing more than the amount invested. Diversification does not ensure against loss. 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. Bonds and bond funds with longer durations tend to be more sensitive and more volatile than securities with shorter durations; bond prices generally fall as interest rates rise. Please see the prospectus for a complete discussion of the Fund’s risks. There can be no assurances that the investment objectives of this Fund will be met.

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 February 28, 2014

Dear Shareholders,   Following a difficult time for the fixed-income market, bonds have begun to make a comeback over the past six months. After the U.S. Federal Reserve Bank (“the Fed”) announced its plan last May to begin curtailing its monthly bond purchases, the Barclays Capital U.S. Aggregate Index (“the Barclays Agg”) dropped by 2.44% for the first half of 2013. But at the outset of the period under review, on September 18, 2013, the Fed announced that it would hold off on tapering those bond purchases for the time being. The bond market responded with a two-month rally that was enough to push the Barclays Agg up 2.84% for the six-month period under review, a modest but positive move.

Of course, there’s more to the fixed-income landscape than the Barclays Agg, which serves as a benchmark for investment-grade bonds invested in the U.S. It doesn’t reflect the performance of high-yield bonds or global government bonds. And while most government bonds around the world were suffering through 2013, there was one fixed-income sector that thrived: high-yield bonds. In the six months under review, the Merrill Lynch/Bank of America US High Yield Master II Index returned a robust 7.41%.

Our American Beacon Flexible Bond Fund is designed to take advantage of all those far corners of the bond world. Its managers are given the flexibility to pursue returns wherever they can find them. Because of that, we believe the Fund is well positioned to perform over a full market environment.

• For the six months ended February 28, 2014, the American Beacon Flexible Bond Fund (Investor Class) returned 1.12%.

Thank you for your continued investment in the American Beacon Funds. For additional information about the Funds 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

American Beacon Flexible Bond Fund ^SM

Performance Overview

February 28, 2014 (Unaudited)

The Investor Class of the American Beacon Flexible Bond Fund (the “Fund”) returned 1.12% for the six months ended February 28, 2014. The Fund outperformed the Bank of America Merrill Lynch 3-Month LIBOR Index (the “Index”) return of 0.13%. The performance objective of the Fund is to generate positive total returns over a full market cycle and it successfully achieved positive absolute returns during the six-month period.

Total Returns for the Period ended 2/28/2014

	6 Months*			1 Year			Since Inception (7/5/2011)
Institutional Class (1,2,4)		1.30	%		-1.63	%		3.40	%
Y Class (1,2,4)		1.26	%		-1.71	%		3.31	%
Investor Class (1,2,4)		1.12	%		-1.99	%		3.14	%
A Class with sales charge (1,2,4)		-3.77	%		-6.77	%		1.05	%
A Class without sales charge (1,2,4)		1.06	%		-2.10	%		2.93	%
C Class with sales charge (1,2,4)		-0.41	%		-3.87	%		2.39	%
C Class without sales charge (1,2,4)		0.59	%		-2.87	%		2.39	%
BofA Merrill Lynch 3 Month LIBOR Index (3)		0.13	%		0.27	%		0.35	%
Barclays Capital U.S. Aggregate Index (3)		2.84	%		0.15	%		3.90	%

* Not annualized

1. Performance shown is historical and is not 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 Class shares have a maximum sales charge of 4.75%. The maximum contingent deferred sales charge for the C Class is 1.00% for shares redeemed within one year of the date of purchase.

2. A portion of the fees charged to each Class of the Fund was waived and/or reimbursed since inception. Performance prior to waiving and/or reimbursing fees was lower than the actual returns shown since inception.

3. The BofA Merrill Lynch U.S. Dollar 3-Month LIBOR Index represents the London interbank offered rate (LIBOR) with a constant 3-month average maturity. LIBOR is a composite of the rates of interest at which banks borrow from one another in the London market, and it is a widely used benchmark for short-term interest rates. The Barclays Capital Aggregate Index is a market value weighted performance benchmark for government, corporate, mortgage-backed, and asset-backed fixed-rate debt securities of all maturities.

4. 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 1.24%, 1.28%,

1.56%, 1.69%, and 2.45%, 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 high quality nature of the Fund’s holdings proved beneficial in achieving its return objective. Investment grade securities, those with a credit rating of BBB or higher, accounted for 86.5% of the assets during the period and had a favorable impact on performance. In addition, securities with durations between seven and thirty years accounted for 26.2% of the assets and were also beneficial to returns.

The most significant contribution to the Fund’s return by sector was generated through the Foreign Sovereign allocation. During the period, Foreign Sovereign securities represented 25.8% of the assets and gained 5.6%. Financial securities also had a positive impact on the Fund’s return. While not as large a position as the Foreign Sovereign holdings, accounting for 19.6% of the assets, the Financial securities gained 3.3%.

The Fund has the flexibility to utilize derivative instruments and will do so to enhance return, hedge risk, gain efficient exposure to an asset class, or to manage liquidity. When considering the Fund’s use of derivatives, it is important to note that the Fund does not use derivatives for the purposes of creating financial leverage. During the period, the Fund experienced negative performance from the use of derivatives in foreign currency transactions in addition to investments made in futures, options, and swaps.

Looking forward, the Fund’s investment managers will continue to allocate investments across a wide range of global investment opportunities, seeking to achieve the Fund’s goal of positive total returns regardless of market conditions over a full market cycle.

2

American Beacon Flexible Bond Fund ^SM

Performance Overview

February 28, 2014 (Unaudited)

Top Ten Holdings (% Net Assets)

U.S. Treasury Floating Rate Note, 0.090%, Due 1/31/2016		3.5
BNP Paribas Repo, 0.070%, Due 3/3/2014		3.1
U.S. Treasury Bill, 0.020%, Due 5/8/2014		3.1
Federal Home Loan Bank Discount Notes, 0.060%, Due 4/10/2014		2.2
Fannie Mae Discount Notes, 0.090%, Due 6/16/2014		2.2
Buoni Poliennali Del Tesoro, 5.00%, Due 8/1/2039		2.1
Ginnie Mae REMIC Trust, 1.001%, Due 7/20/2062		1.8
Mexican Bonos Desarr, 7.750%, Due 11/13/2042		1.8
Mexican Bonos, 8.50%, Due 5/31/2029		1.6
Nota Do Tesouro Nacional, 10.000%, Due 1/1/2023		1.5
Total Fund Holdings	467

Sector Allocation (% Investments)

Sovereign	26.4
Finance	21.5
Short-Term Investments	11.7
CMO - Collateralized Mortgage-Backed Obligations	6.8
Manufacturing	4.5
U.S. Agency Obligations	4.4
Service	4.4
U.S. Treasury Notes/Bonds	4.4
Asset-Backed Obligations	3.9
U.S. Treasury Floating Rate Note	3.4
U.S. Treasury Inflation Protected Securities	2.1
U.S. Agency Mortgage-Backed Securities	1.4
Energy	1.3
Consumer	1.2
Telecommunications	1.0
CMBS - Commercial Mortgage-Backed Securities	0.8
Utilities	0.6
Transportation	0.2

3

American Beacon Flexible Bond Fund ^SM

Fund Expenses

February 28, 2014 (Unaudited)

Fund Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on shares purchased 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 September 1, 2013 through February 28, 2014.

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 or Roth 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 or Roth 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 sales charges (loads). 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 Account Value 9/1/2013		Ending Account Value 2/28/2014		Expenses Paid During Period 9/1/2013- 2/28/2014*
Institutional Class
Actual	$	1,000.00	$	1,013.04	$	4.49
Hypothetical**	$	1,000.00	$	1,020.33	$	4.51
Y Class
Actual	$	1,000.00	$	1,012.65		4.94
Hypothetical**	$	1,000.00	$	1,019.89		4.96
Investor Class
Actual	$	1,000.00	$	1,011.16		6.33
Hypothetical**	$	1,000.00	$	1,018.50		6.36
A Class
Actual	$	1,000.00	$	1,010.60		6.93
Hypothetical**	$	1,000.00	$	1,017.90		6.95
C Class
Actual	$	1,000.00	$	1,005.87		10.64
Hypothetical**	$	1,000.00	$	1,014.18		10.69

* Expenses are equal to the Fund’s annualized expense ratios for the six-month period of 0.90%, 0.99%, 1.27%, 1.39%, and 2.14% for the Institutional, Y, Investor, 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.

4

American Beacon Flexible Bond Fund^SM

Schedule of Investments

February 28, 2014 (Unaudited)

	Shares		Fair Value
			(000’s)
PREFERRED STOCK - 0.44%
FINANCE- 0.44%
Banks - 0.44%
HSBC USA, Inc.		8,000	$	163
Lloyds Banking Group PLC,
Due 1/29/2049A B		270,000		265
Due 12/31/2049A B		400,000		394
Due 12/31/2049A B		410,000		405
Total Finance				1,227
Total Preferred Stock (Cost $1,167)				1,227
	Par AmountI
	(000’s)
DOMESTIC CONVERTIBLE OBLIGATIONS - 1.13%
Energy - 0.09%
Seadrill Ltd., 3.375%, Due 10/27/2017	$	100		141
Subsea 7 S.A., 3.50%, Due 10/13/2014		100		124
				265
Finance - 0.25%
BES Finance Ltd., 3.50%, Due 12/6/2015		200		211
DDR Corp., 1.75%, Due 11/15/2040		135		157
Hong Kong Exchanges, 0.50%, Due 10/23/2017		200		212
WellPoint, Inc., 2.75%, Due 10/15/2042		90		123
				703
Manufacturing - 0.58%
Electronic Arts, Inc., 0.75%, Due 7/15/2016		121		141
Ford Motor Co., 4.25%, Due 11/15/2016		40		72
Glencore Finance Europe S.A., 5.00%, Due 12/31/2014		200		226
Intel Corp., 3.25%, Due 8/1/2039		200		270
Lam Research Corp., 0.50%, Due 5/15/2016		168		189
SanDisk Corp., 0.50%, Due 10/15/2020B		157		165
Siemens AG, 1.05%, Due 8/16/2017		500		577
				1,640
Service - 0.17%
Hologic, Inc., 2.00%, Due 12/15/2037C		55		63
Liberty Interactive LLC, 1.00%, Due 9/30/2043B		73		76
priceline.com, Inc.,
1.00%, Due 3/15/2018		68		105
0.35%, Due 6/15/2020B		80		102
Yahoo, Inc., 0.01%, Due 12/1/2018B		123		128
				474
Telecommunications - 0.04%
Billion Express Investment Ltd., 0.75%, Due 10/18/2015		100		101
Transportation - 0.00%
Ship Finance International Ltd., 3.25%, Due 2/1/2018		8		9
Total Domestic Convertible Obligations (Cost $3,006)				3,192
DOMESTIC OBLIGATIONS - 29.77%
Consumer - 0.65%
BAT International Finance PLC, 1.125%, Due 3/29/2016		300		301
BRF - Brasil Foods S.A., 5.875%, Due 6/6/2022B		200		202
Constellation Brands, Inc., 3.75%, Due 5/1/2021		240		233
Grupo Famsa SAB de CV, 7.25%, Due 6/1/2020B		140		143
Hawk Acquisition Sub, Inc., 4.25%, Due 10/15/2020B		135		135
HJ Heinz Co., 1.00%, Due 6/5/2020N		199		201
Land O’Lakes Capital Trust I, 7.45%, Due 3/15/2028B		100		97
Marfrig Holding Europe BV, 9.875%, Due 7/24/2017		200		203
Reynolds Group Issuer Inc., 7.875%, Due 8/15/2019		100		111
SABMiller Holdings, Inc., 0.928%, Due 8/1/2018B C		200		201
				1,827

See accompanying notes

5

American Beacon Flexible Bond Fund^SM

Schedule of Investments

February 28, 2014 (Unaudited)

	Par AmountI		Fair Value
	(000’s)		(000’s)
Energy - 1.23%
Continental Resources, Inc.,
5.00%, Due 9/15/2022	$	230	$	241
4.50%, Due 4/15/2023		300		311
Denbury Resources, Inc., 8.25%, Due 2/15/2020		180		197
Indian Oil Corp Ltd., 5.75%, Due 8/1/2023		500		504
Millennium Offshore Services Superholdings LLC, 9.50%, Due 2/15/2018D		200		208
Plains Exploration & Production Co.,
6.50%, Due 11/15/2020		80		88
6.875%, Due 2/15/2023		135		151
Reliance Holding USA, Inc., 4.50%, Due 10/19/2020		250		253
Sinopec Group Overseas Development 2012 Ltd.,
2.75%, Due 5/17/2017		200		205
3.90%, Due 5/17/2022		200		196
Sinopec Group Overseas Development 2013 Ltd., 4.375%, Due 10/17/2023		200		200
Total Capital International S.A., 0.807%, Due 8/10/2018C		600		604
Total Capital S.A., 2.125%, Due 8/10/2018		300		305
				3,463
Finance - 17.98%
2013-2 Aviation Loan Trust, 2.343%, Due 12/15/2022B J		93		88
ABN AMRO Bank N.V., 1.035%, Due 10/28/2016B		1,400		1,407
Agile Property Holdings Ltd., 8.875%, Due 4/28/2017		300		309
Alexandria Real Estate Equities, Inc., 4.60%, Due 4/1/2022L		50		52
Ally Financial, Inc.,
6.75%, Due 12/1/2014		100		104
4.625%, Due 6/26/2015		1,100		1,143
3.50%, Due 7/18/2016		200		207
2.75%, Due 1/30/2017		950		963
American Express Credit Corp., 0.746%, Due 7/29/2016		425		429
American International Group, Inc., 8.25%, Due 8/15/2018		35		44
ANZ New Zealand Int’l Ltd/London, 0.713%, Due 4/27/2017B		430		431
ARC Properties Operating Partnership LP/Clark Acquisition LLC, 3.00%, Due 2/6/2019B D E		325		324
Banco do Brasil S.A. Cayman, 4.50%, Due 1/22/2015B		250		256
Banco Santander Brasil SA/Brazil, 4.25%, Due 1/14/2016B		400		414
Bank of America Corp.,
0.566%, Due 8/15/2016		890		879
5.75%, Due 12/1/2017		60		68
5.65%, Due 5/1/2018		700		800
1.279%, Due 1/15/2019		700		707
7.625%, Due 6/1/2019		100		125
Bank of America NA,
0.706%, Due 2/14/2017		500		500
5.30%, Due 3/15/2017		250		277
Bank of England, 1.375%, Due 3/7/2014		800		800
Bank Rakyat Indonesia, 2.95%, Due 3/28/2018		200		193
Banque Federative du Credit Mutuel S.A.,
1.70%, Due 1/20/2017B		1,000		1,003
2.50%, Due 10/29/2018B		350		350
Barclays Bank PLC,
5.20%, Due 7/10/2014		450		458
0.782%, Due 12/9/2016		1,900		1,896
0.815%, Due 2/17/2017		1,400		1,403
Bear Stearns Cos. LLC, 0.624%, Due 11/21/2016D		800		797
Bestgain Real Estate Ltd., 2.625%, Due 3/13/2018		200		184
China Overseas Land & Investment Ltd.,
4.875%, Due 2/15/2017		200		212
6.375%, Due 10/29/2043		200		181
Cie de Financement Foncier, 2.25%, Due 3/7/2014B		200		200
CIT Group, Inc.,
5.25%, Due 4/1/2014B		1,200		1,202
4.75%, Due 2/15/2015B		100		103
5.00%, Due 5/15/2017		100		107
Citigroup, Inc.,

See accompanying notes

6

American Beacon Flexible Bond Fund^SM

Schedule of Investments

February 28, 2014 (Unaudited)

	Par AmountI		Fair Value
	(000’s)		(000’s)
6.375%, Due 8/12/2014	$	102	$	105
5.00%, Due 9/15/2014		2,000		2,046
1.25%, Due 1/15/2016		100		101
1.037%, Due 4/1/2016		195		196
0.512%, Due 6/9/2016		390		384
6.125%, Due 5/15/2018		760		880
Commonwealth Bank of Australia, 0.745%, Due 9/20/2016B		590		593
Country Garden Holdings Co. Ltd,
10.50%, Due 8/11/2015		100		108
11.25%, Due 4/22/2017		400		424
Development Bank of Kaza, 5.50%, Due 12/20/2015		200		211
Digital Realty Trust LP,
5.875%, Due 2/1/2020E		140		156
3.625%, Due 10/1/2022E		235		217
Dresdner Bank AG, 7.25%, Due 9/15/2015		180		194
Dresdner Funding Trust I, 8.151%, Due 6/30/2031B		430		475
Evergrande Real Estate Group Ltd., 13.00%, Due 1/27/2015		100		106
Fifth Third Bancorp, 0.665%, Due 12/20/2016C		435		431
Franshion Brilliant Ltd., 5.375%, Due 10/17/2018		200		201
Goldman Sachs Capital II, 4.00%, Due 12/31/2049C		455		348
Goldman Sachs Group, Inc.,
1.336%, Due 11/15/2018		1,645		1,657
7.50%, Due 2/15/2019		332		407
Greentown China Holdings Ltd., 8.00%, Due 3/24/2019		200		196
HBOS PLC, 0.942%, Due 9/6/2017		365		359
Hospitality Properties Trust, 5.00%, Due 8/15/2022L		40		42
Indian Railway Finance Corp., 3.917%, Due 2/26/2019		200		202
ING Bank N.V., 1.375%, Due 3/7/2016B		1,000		1,004
ING Groep N.V., 0.934%, Due 11/21/2016		600		588
International Lease Finance Corp.,
6.50%, Due 9/1/2014B		200		206
4.875%, Due 4/1/2015		300		311
6.75%, Due 9/1/2016B		600		672
Jones Lang LaSalle, Inc., 4.40%, Due 11/15/2022		30		29
JPMorgan Chase & Co.,
0.945%, Due 3/31/2016		2,000		1,983
4.40%, Due 7/22/2020		10		11
JPMorgan Chase Bank NA, 6.00%, Due 10/1/2017		300		345
Kookmin Bank, 7.25%, Due 5/14/2014		500		506
Lloyds Bank PLC, 6.375%, Due 1/21/2021		500		602
Longfor Properties Co. Ltd, 9.50%, Due 4/7/2016		200		209
Macquarie Bank Ltd., 5.00%, Due 2/22/2017		500		545
Macquarie Group Ltd., 1.236%, Due 1/31/2017B		1,070		1,068
Morgan Stanley,
4.75%, Due 4/1/2014		1,448		1,451
5.375%, Due 10/15/2015		1,330		1,425
1.00%, Due 2/25/2016C		1,235		1,252
1.75%, Due 2/25/2016		250		254
0.687%, Due 10/18/2016C		600		599
7.30%, Due 5/13/2019		300		368
MPT Operating Partnership LP, 6.875%, Due 5/1/2021E		200		217
Nationwide Building Society, 4.65%, Due 2/25/2015B		500		518
Nomura Holdings, Inc., 2.00%, Due 9/13/2016		300		304
RBS Capital Trust IV, 1.047%, Due 9/29/2049C		70		67
Royal Bank of Scotland Group PLC,
2.55%, Due 9/18/2015		850		870
7.648%, Due 12/31/2049		70		75
Royal Bank of Scotland PLC, 9.50%, Due 3/16/2022F		300		353
Russian Standard Bank, 9.25%, Due 7/11/2017		200		206
Santander US Debt S.A. Unipersonal, 3.724%, Due 1/20/2015B		700		713
Shimao Property Holdings Ltd., 9.65%, Due 8/3/2017		200		212
SLM Corp.,
5.375%, Due 5/15/2014		100		101

See accompanying notes

7

American Beacon Flexible Bond Fund^SM

Schedule of Investments

February 28, 2014 (Unaudited)

		Par AmountI		Fair Value
		(000’s)		(000’s)
5.00%, Due 4/15/2015		$	600	$	623
3.875%, Due 9/10/2015			100		103
6.25%, Due 1/25/2016			500		540
6.00%, Due 1/25/2017	��		200		219
Springleaf Finance Corp., 5.75%, Due 9/15/2016			100		106
Standard Bank PLC, 8.125%, Due 12/2/2019			300		344
Standard Chartered PLC,
5.50%, Due 11/18/2014B			300		310
3.85%, Due 4/27/2015B			576		596
State Bank of India, 3.25%, Due 4/18/2018			200		196
Swire Properties MTN Financing Ltd., 4.375%, Due 6/18/2022			200		203
Temasek Financial I Ltd., 3.375%, Due 7/23/2042			250		200
U.S. Dept of Transportation Asset Backed, 6.001%, Due 12/7/2021B J			300		332
UBS AG, 5.875%, Due 12/20/2017			175		202
Wachovia Capital Trust III, 5.570%, Due 3/29/2049			380		368
Wachovia Corp., 0.576%, Due 10/28/2015C			425		425
Yuexiu Property Co. Ltd., 3.25%, Due 1/24/2018			200		185
					50,671
Manufacturing - 3.31%
American Honda Finance Corp., 1.125%, Due 10/7/2016			1,158		1,167
ArcelorMittal,
9.50%, Due 2/15/2015			190		204
4.25%, Due 8/5/2015			210		217
Barminco Finance Property Ltd., 9.00%, Due 6/1/2018B			100		94
CSSC Capital Ltd., 2.75%, Due 12/12/2016			200		200
D.R. Horton, Inc.,
3.625%, Due 2/15/2018			120		123
3.75%, Due 3/1/2019			120		121
Evraz Group S.A., 6.50%, Due 4/22/2020			200		185
Fidelity National Information Services, Inc.,
5.00%, Due 3/15/2022			150		156
3.50%, Due 4/15/2023			125		119
Ford Motor Credit Co. LLC,
2.75%, Due 5/15/2015D			200		205
12.00%, Due 5/15/2015D			865		979
1.487%, Due 5/9/2016D			200		203
1.018%, Due 1/17/2017C D			1,460		1,467
General Motors Co., 3.50%, Due 10/2/2018B			670		692
General Motors Financial Co. Inc.,
2.75%, Due 5/15/2016			400		408
3.25%, Due 5/15/2018			125		128
Georgia-Pacific LLC, 3.734%, Due 7/15/2023B D			100		99
Glencore Funding, LLC, 1.394%, Due 5/27/2016D			500		499
Heathrow Funding Ltd., 2.50%, Due 6/25/2017B			200		203
Lear Corp., 4.75%, Due 1/15/2023B			205		198
Metalsa S.A. de CV, 4.90%, Due 4/24/2023B			150		138
Montell Finance Co., 8.10%, Due 3/15/2027B			150		193
Nitrogenmuvek Vegyipari Zrt, 7.875%, Due 5/21/2020B			200		185
Oracle Corp., 3.625%, Due 7/15/2023			200		202
PTT Global Chemical PCL, 4.25%, Due 9/19/2022			200		190
Rio Tinto Finance USA PLC, 0.794%, Due 6/19/2015			200		201
Sabic Capital II BV, 2.625%, Due 10/3/2018			200		202
Seagate HDD Cayman, 3.75%, Due 11/15/2018B			110		114
Toll Brothers Finance Corp., 4.00%, Due 12/31/2018			150		154
Vale S.A., 5.625%, Due 9/11/2042			100		93
					9,339
Service - 3.29%
ADT Corp.,
2.25%, Due 7/15/2017			1,005		997
6.25%, Due 10/15/2021B			320		337
Best Buy Co. Inc, 5.00%, Due 8/1/2018			120		124
DISH DBS Corp.,
7.75%, Due 5/31/2015			1,200		1,291

See accompanying notes

8

American Beacon Flexible Bond Fund^SM

Schedule of Investments

February 28, 2014 (Unaudited)

	Par AmountI		Fair Value
	(000’s)		(000’s)
7.125%, Due 2/1/2016	$	100	$	110
Forest Laboratories, Inc., 4.375%, Due 2/1/2019B		240		257
FTI Consulting, Inc.,
6.75%, Due 10/1/2020		190		207
6.00%, Due 11/15/2022		30		31
GLP Capital LP, 4.375%, Due 11/1/2018B E		230		239
HCA, Inc.,
6.50%, Due 2/15/2016		100		109
8.50%, Due 4/15/2019		400		420
6.50%, Due 2/15/2020		1,075		1,213
HealthSouth Corp., 7.25%, Due 10/1/2018		1,193		1,267
Host Hotels & Resorts LP, 3.75%, Due 10/15/2023E		200		194
IAC/InterActiveCorp, 4.875%, Due 11/30/2018B		365		381
International Game Technology, Inc., 5.35%, Due 10/15/2023		310		330
MGM Resorts International,
6.625%, Due 7/15/2015		1,200		1,279
7.50%, Due 6/1/2016		100		112
Stonemor Partners LP, 7.875%, Due 6/1/2021B E		50		53
United Rentals North America, Inc., 9.25%, Due 12/15/2019		150		165
Wyndham Worldwide Corp.,
2.50%, Due 3/1/2018		100		101
4.25%, Due 3/1/2022		50		51
				9,268
Sovereign - 1.77%
Belgium, African Export Import Bank, 5.75%, Due 7/27/2016		347		368
Belgium, Asian Development Bank, 2.75%, Due 5/21/2014		500		503
Cayman Island, RAK Capital, 3.297%, Due 10/21/2018		200		205
France, Dexia Credit Local S.A.,
2.75%, Due 4/29/2014		250		251
1.25%, Due 10/18/2016B		950		954
2.25%, Due 1/30/2019B		600		602
Hungary, Magyar Export Import Bank, 5.50%, Due 2/12/2018		240		249
Norway, Eksportfinans ASA,
3.00%, Due 11/17/2014		50		50
2.375%, Due 5/25/2016		100		99
5.50%, Due 5/25/2016		100		106
Norway, KommunalBanken AS, 1.375%, Due 6/8/2017		200		202
Slovenia Government Bond, 4.75%, Due 5/10/2018		800		849
South Korea, Export-Import Bank of Korea, 5.00%, Due 4/11/2022		200		223
South Korea, Korea Housing Finance Corp., 1.625%, Due 9/15/2018		350		339
				5,000
Telecommunications - 0.87%
AT&T, Inc.,
1.144%, Due 11/27/2018		150		152
2.375%, Due 11/27/2018		105		106
British Telecommunications PLC, 1.25%, Due 2/14/2017		500		500
CommScope, Inc., 8.25%, Due 1/15/2019B		100		109
Verizon Communications, Inc.,
1.773%, Due 9/15/2016		300		308
2.50%, Due 9/15/2016		200		208
1.993%, Due 9/14/2018		200		210
3.65%, Due 9/14/2018		300		320
4.50%, Due 9/15/2020		200		217
5.15%, Due 9/15/2023		103		113
6.55%, Due 9/15/2043		165		202
				2,445
Transportation - 0.18%
Continental Airlines Pass Through Certificates, 4.00%, Due 4/29/2026		100		101
US Airways Pass Through Trust, 3.95%, Due 5/15/2027		400		403
				504
Utilities - 0.49%
DPL, Inc., 7.25%, Due 10/15/2021		100		100

See accompanying notes

9

American Beacon Flexible Bond Fund^SM

Schedule of Investments

February 28, 2014 (Unaudited)

		Par AmountI		Fair Value
		(000’s)		(000’s)
Electricite de France, 1.15%, Due 1/20/2017B		$	500	$	500
Meiya Power Co. Ltd., 4.00%, Due 8/19/2018			200		199
Saudi Electricity Global, 5.06%, Due 4/8/2043			200		187
SP PowerAssets Ltd., 2.70%, Due 9/14/2022			200		188
Star Energy Geothermal Wayang Windu Ltd., 6.125%, Due 3/27/2020			200		198
					1,372
Total Domestic Obligations (Cost $83,266)					83,889
FOREIGN CONVERTIBLE OBLIGATIONS - 1.14%
Energy - 0.10%
Eni S.p.A., 0.25%, Due 11/30/2015	EUR		200		283
Finance - 0.29%
Derwent Cap Jersey Ltd., 2.75%, Due 7/15/2016	GBP		100		214
Great Portland Estates PLC, 1.00%, Due 9/10/2018	GBP		100		182
Standard Chartered Bank ELN, 0.01%, Due 5/6/2015D	KRW		221,840		213
Temasek Financial III Private Ltd., 0.01%, Due 10/24/2014	SGD		250		197
					806
Manufacturing - 0.63%
Aabar Investments PJSC, 4.00%, Due 5/27/2016	EUR		200		334
Balfour Beatty PLC, 1.875%, Due 12/3/2018	GBP		100		179
Camfin SpA, 5.625%, Due 10/26/2017	EUR		100		178
Faurecia, 3.25%, Due 1/1/2018O	EUR		755		363
Ingenico, 2.75%, Due 1/1/2017	EUR		99		97
Volkswagen International Finance NV, 5.50%, Due 11/9/2015	EUR		400		638
					1,789
Service - 0.09%
China Water Affairs Group, 2.50%, Due 4/15/2015	HKD		100		15
OHL Investments S.A., 4.00%, Due 4/25/2018	EUR		100		143
Toppan Printing Co., Ltd., 0.01%, Due 12/19/2019	JPY		10,000		102
					260
Transportation - 0.03%
Air France KLM Company, 2.03%, Due 2/15/2023	EUR		440		78
Total Foreign Convertible Obligations (Cost $2,882)					3,216
FOREIGN OBLIGATIONS - 29.26%
Consumer - 0.57%
Carlsberg Breweries A/S, 7.25%, Due 11/28/2016	GBP		400		766
Heineken N.V., 7.25%, Due 3/10/2015	GBP		250		444
Imperial Tobacco Group PLC, 8.375%, Due 2/17/2016	EUR		250		394
					1,604
Energy - 0.01%
Establis Maurel ET, 7.125%, Due 7/31/2014	EUR		151		34
Finance - 2.63%
AIB Mortgage Bank, 2.625%, Due 7/28/2017	EUR		100		142
Barclays Bank PLC,
4.75%, Due 12/31/2049	EUR		180		221
4.875%, Due 12/31/2049	EUR		380		484
6.00%, Due 12/31/2049	GBP		160		259
First Actve PLC, 3.063%, Due 4/4/2018	GBP		300		467
Henderson UK Finance PLC, 7.25%, Due 3/24/2016	GBP		100		177
Hypo Alpe Adria International AG, 2.375%, Due 12/13/2022	EUR		100		136
JP Morgan Chase Bank NA, 0.982%, Due 5/31/2017F	EUR		1,150		1,570
Lloyds Bank PLC, 10.375%, Due 2/12/2024	EUR		150		267
Lloyds Banking Group PLC,
4.805%, Due 10/1/2014F	AUS		100		90
6.267%, Due 12/31/2049B			200		197
Morgan Stanley, 7.60%, Due 8/8/2017	NZD		430		383
RBS Capital Trust D, 5.646%, Due 6/29/2049	GBP		60		93
Realkredit Danmark, 2.00%, Due 4/1/2016	DKK		500		95

See accompanying notes

10

American Beacon Flexible Bond Fund^SM

Schedule of Investments

February 28, 2014 (Unaudited)

		Par AmountI		Fair Value
		(000’s)		(000’s)
Royal Bank of Scotland Group PLC, 5.50%, Due 11/29/2049	EUR	$	375	$	467
Royal Bank of Scotland PLC,
6.934%, Due 4/9/2018	EUR		100		157
1.894%, Due 6/14/2022	EUR		100		122
6.00%, Due 6/29/2049	GBP		40		64
Santander International, 3.16%, Due 12/1/2015	GBP		200		342
Societe Generale NA, Inc., 4.092%, Due 10/20/2014F	AUS		250		224
Tesco Property Finance 2 PLC, 6.052%, Due 10/13/2039	GBP		47		89
Tesco Property Finance 3 PLC, 5.744%, Due 4/13/2040	GBP		173		311
Tesco Property Finance 4 PLC, 5.801%, Due 10/13/2040	GBP		298		537
Tesco Property Finance 5 PLC, 5.661%, Due 10/13/2041	GBP		199		352
Tesco Property Finance 6 PLC, 5.411%, Due 7/13/2044	GBP		100		171
					7,417
Manufacturing - 0.05%
Heathrow Finance PLC, 7.125%, Due 3/1/2017	GBP		70		129
Service - 0.97%
Gala Group Finance PLC, 8.875%, Due 9/1/2018	GBP		150		269
La Finac Atalian S.A., 7.25%, Due 1/15/2020	EUR		100		148
Next PLC, 5.875%, Due 10/12/2016	GBP		450		833
Reed Elsevier N.V., 5.625%, Due 10/20/2016	GBP		550		1,011
WPP PLC, 6.00%, Due 4/4/2017	GBP		250		466
					2,727
Sovereign - 24.82%
Australia, Queensland Treasury Corp., 5.75%, Due 7/22/2024	AUS		2,840		2,769
Belgium Kingdom, 2.60%, Due 6/22/2024	EUR		300		424
Belgium, Asian Development Bank, 2.00%, Due 8/29/2017	NOR		400		67
Belgium, European Investment Bank, 6.00%, Due 12/7/2028	GBP		150		319
Belgium, Nordic Investment Bank, 2.125%, Due 8/9/2017	NOR		400		67
Brazil, Nota Do Tesouro Nacional,
0.01%, Due 1/1/2017O	BRL		8,000		2,467
10.00%, Due 1/1/2017O	BRL		2,500		1,031
10.00%, Due 1/1/2021O	BRL		4,790		1,851
6.00%, Due 8/15/2022O	BRL		1,000		1,004
10.00%, Due 1/1/2023O	BRL		10,935		4,132
Chile, Republic of Chile,
3.00%, Due 1/1/2017	CLP		223,330		416
3.00%, Due 7/1/2017	CLP		188,068		352
Finland Government Bond, 1.50%, Due 4/15/2023	EUR		250		338
Germany, KFW, 2.125%, Due 8/15/2023	EUR		230		326
Hungary Government Bond, 5.50%, Due 2/12/2016	HUF		845,000		3,882
Irish Treasury Bond,
3.40%, Due 3/18/2024	EUR		360		509
5.40%, Due 3/13/2025	EUR		560		920
Italy, Buoni Poliennali Del Tesoro,
4.75%, Due 5/1/2017	EUR		470		713
2.35%, Due 9/15/2035	EUR		1,237		1,619
5.00%, Due 8/1/2039	EUR		3,785		5,780
Malaysia Government Bond, 3.48%, Due 3/15/2023	MYR		3,290		954
Mexican Bonos Desarr,
6.50%, Due 6/10/2021O	MXN		930		73
8.50%, Due 5/31/2029O	MXN		51,000		4,428
8.50%, Due 11/18/2038O	MXN		48,000		4,086
7.75%, Due 11/13/2042O	MXN		63,220		4,970
Mexican Bonos Protecc Ahorro, 3.66%, Due 3/19/2015G	MXN		170		13
Mexican Cetes Bills,
0.000%, Due 3/6/2014	MXN		5,000		37
0.000%, Due 3/13/2014	MXN		153,830		1,151
0.000%, Due 4/3/2014	MXN		23,900		178
0.000%, Due 4/30/2014	MXN		12,600		94
0.000%, Due 6/12/2014	MXN		3,320		25
0.000%, Due 8/21/2014	MXN		8,680		64
New Zealand Government Bond, 6.00%, Due 5/15/2021	NZD		3,485		3,212

See accompanying notes

11

American Beacon Flexible Bond Fund^SM

Schedule of Investments

February 28, 2014 (Unaudited)

		Par AmountI		Fair Value
		(000’s)		(000’s)
New Zealand Index Linked Government Bond, 3.026%, Due 9/20/2030G	NZD	$	185	$	157
Poland Government Bond,
5.25%, Due 10/25/2020	PLN		6,210		2,200
4.00%, Due 10/25/2023	PLN		5,825		1,877
Portugal, Obrigacoes do Tesouro,
4.375%, Due 6/16/2014	EUR		100		140
4.75%, Due 6/14/2019	EUR		500		724
3.85%, Due 4/15/2021	EUR		260		352
4.95%, Due 10/25/2023	EUR		1,885		2,655
Slovenia Government Bond,
4.70%, Due 11/1/2016B	EUR		800		1,174
4.125%, Due 1/26/2020	EUR		220		319
South Africa Government Bond,
6.75%, Due 3/31/2021	ZAR		9,745		828
6.50%, Due 2/28/2041	ZAR		38,055		2,596
South Korea Treasury Bond,
5.75%, Due 9/10/2018	KRW		3,105,000		3,225
3.375%, Due 9/10/2023	KRW		1,084,700		1,006
Spain, Bonos Y Obligaciones del Estado, 2.10%, Due 4/30/2017	EUR		700		983
Turkey Government Bond, 6.50%, Due 1/7/2015	TRY		3,100		1,357
UK Treasury Bond,
2.25%, Due 9/7/2023	GBP		370		594
3.25%, Due 1/22/2044	GBP		933		1,484
					69,942
Telecommunications - 0.11%
Altice Financing S.A., 8.00%, Due 12/15/2019	EUR		200		304
Transportation - 0.05%
AG Spring Finance II Ltd., 9.50%, Due 6/1/2019	EUR		100		145
Utilities - 0.05%
Tokyo Electric Power Co. Inc, 4.50%, Due 3/24/2014	EUR		100		138
Total Foreign Obligations (Cost $82,783)					82,440
ASSET-BACKED OBLIGATIONS - 4.07%
Apidos CDO, 0.499%, Due 7/27/2017, 2005 1X A1			66		65
Argent Securities Trust, 0.426%, Due 5/25/2036, 2006 W4 A2D			2,192		792
Carrington Mortgage Loan Trust, 0.416%, Due 2/25/2037, 2007 FRE1 AC3C			500		345
Chase Funding Trust, 5.323%, Due 2/25/2035, 2004-2 1A4			221		224
Citibank Omni Master Trust, 4.90%, Due 11/15/2018, 2009 A17B			900		928
Citigroup Mortgage Loan Trust, Inc.,
0.526%, Due 1/25/2036, 2006 WFH1 M2			100		84
0.236%, Due 1/25/2037, 2007 AMC2 A3A			205		105
Countrywide Asset-Backed Certificates Trust,
0.336%, Due 6/25/2036, 2006 3 2A2			44		42
0.316%, Due 3/25/2037, 2006 18 2A2			442		381
0.296%, Due 7/25/2037, 2007 1 2A3C			2,800		1,979
Fremont Home Loan Trust, 0.326%, Due 2/25/2036, 2006 2 2A3C			380		289
KGS Alpha SBA, 0.745%, Due 8/25/2038, COOF 8/37 1B J			650		26
Kingsland I Ltd., CDO,
0.494%, Due 6/13/2019, 2005 1A A1AB			41		41
0.644%, Due 6/13/2019, 2005 1A A2B C			400		397
Madison Park Funding Ltd., CLO, 0.466%, Due 3/22/2021, 2007 4A A1AB C			1,500		1,483
Morgan Stanley ABS Capital I Inc. Trust,
0.206%, Due 7/25/2036, 2006 A2FPC			85		39
0.306%, Due 11/25/2036, 2007 HE1 A2CC			575		351
Nomura Home Equity Loan Inc Home Equity Loan Trust, 0.486%, Due 10/25/2036, 2006 AF1 A4			1,195		476
Oakwood Mortgage Investors, Inc., 6.61%, Due 2/15/2021, 2001 C A3			329		190
Residential Asset Securities Corp.Trust,
0.736%, Due 7/25/2033, 2003 KS5 AIIBC			9		7
0.556%, Due 12/25/2035, 2005 KS11 M1C			900		804
0.596%, Due 1/25/2036, 2005 KS12 M1C			175		154

See accompanying notes

12

American Beacon Flexible Bond Fund^SM

Schedule of Investments

February 28, 2014 (Unaudited)

	Par AmountI		Fair Value
	(000’s)		(000’s)
Structured Asset Investment Loan Trust,
0.316%, Due 5/25/2036, 2006 BNC2 A5	$	1,068	$	776
0.306%, Due 9/25/2036, 2006 BNC3 A3		653		496
Structured Asset Securities Corp. Mortgage Pass-Through Certificates, 0.326%, Due 12/25/2036, 2006 BC5 A4C		1,348		992
Total Asset-Backed Obligations (Cost $11,349)				11,466
COLLATERALIZED MORTGAGE OBLIGATIONS - 6.98%
Adjustable Rate Mortgage Trust, 2.797%, Due 9/25/2035, 2005 5 2A1		88		79
American Home Mortgage Investment Trust,
2.173%, Due 10/25/2034, 2004 3 5AC		68		68
1.831%, Due 9/25/2045, 2005 2 4A1C		9		8
Banc of America Alternative Loan Trust, 0.556%, Due 5/25/2035, 2005 4 CB6C		71		56
Banc of America Funding Trust, 0.364%, Due 4/20/2047, 2007 B A1		747		571
Banc of America Mortgage Securities, Inc., 3.440%, Due 7/20/2032, 2002 G1A3C		22		22
Bank of America Funding Corp., 5.774%, Due 5/25/2037, 2007 4 TA1B		1,419		1,164
Bear Stearns Adjustable Rate Mortgage Trust,
2.743%, Due 11/25/2030, 2000 2 A1		40		41
2.579%, Due 8/25/2033, 2003 5 2A1C		112		115
2.760%, Due 8/25/2033, 2003 5 1A1C		56		56
2.841%, Due 4/25/2034, 2004 1 22A1C		53		52
3.087%, Due 11/25/2034, 2004 9 22A1C		27		28
2.43%, Due 10/25/2035, 2005 9 A1C		64		63
Bear Stearns Alt-A Trust,
2.650%, Due 9/25/2034, 2004 9 2A1C		189		170
2.594%, Due 11/25/2036, 2006 6 32A1		130		91
5.394%, Due 12/25/2046, 2006 7 23A1		1,274		982
Chase Mortgage Finance Corp.,
5.50%, Due 11/25/2035, 2005 S3 A10		200		198
2.683%, Due 2/25/2037, 2007 A1 7A1		359		353
2.692%, Due 2/25/2037, 2007 A1 1A5		52		52
2.443%, Due 3/25/2037, 2007 A1 12M3C		319		264
CHL Mortgage Pass-Through Trust, 5.75%, Due 5/25/2037, 2007 5 A51		98		92
Citigroup Mortgage Loan Trust, Inc.,
2.605%, Due 8/25/2035, 2005 3 2A2A		54		53
1.94%, Due 9/25/2035, 2005 6 A3C		49		49
Countrywide Alternative Loan Trust,
0.606%, Due 8/25/2033, 2003 15T2 A2C		5		5
5.50%, Due 10/25/2033, 2003 20CB 1A4		176		185
6.00%, Due 10/25/2033, 2003 J2 A1		25		26
0.436%, Due 2/25/2037, 2005 81 A1C		20		15
0.364%, Due 7/20/2046, 2006 OA9 2A1AC		14		8
0.346%, Due 9/25/2046, 2006 OA11 A1BC		20		16
Countrywide Home Loan Mortgage Pass Through Trust,
2.742%, Due 6/25/2033, 2003 27 A1C		51		50
0.916%, Due 9/25/2034, 2004 16 1A4AC		52		50
0.446%, Due 4/25/2035, 2005 3 2A1C		230		188
0.386%, Due 5/25/2035, 2005 9 1A3C		158		135
Credit Suisse First Boston Mortgage Securities Corp., 2.611%, Due 9/25/2034, 2004 AR8 2A1		40		40
Deutsche Alt-A Securities Mortgage Loan Trust, 0.306%, Due 3/25/2037, 2007 AR2 A1		885		541
Fannie Mae Grantor Trust, 6.00%, Due 2/25/2044, 2004 T3 CL 1A1		15		17
Fannie Mae Trust, 0.356%, Due 10/27/2037, 2007-114 A6		600		598
First Horizon Asset Securities, Inc., 2.543%, Due 2/25/2034, 2004 AR1 2A1C		67		66
Ginnie Mae REMIC Trust,
0.83%, Due 10/20/2061, 2011 H21 FTC		1,891		1,896
0.868%, Due 10/20/2061, 2011 H23 FAC		848		851
1.017%, Due 7/20/2062, 2012 H20 PTJ		5,009		5,029
GSAMP Trust, 0.276%, Due 12/25/2036, 2007 FM1 A2B		1,747		892
GSR Mortgage Loan Trust,
6.00%, Due 3/25/2032, 2003 2F 3A1		4		4

See accompanying notes

13

American Beacon Flexible Bond Fund^SM

Schedule of Investments

February 28, 2014 (Unaudited)

	Par AmountI		Fair Value
	(000’s)		(000’s)
2.286%, Due 6/25/2034, 2004 7 3A1	$	46	$	46
5.027%, Due 11/25/2035, 2005 AR7 6A1C		45		45
JP Morgan Alternative Loan Trust, 5.716%, Due 5/26/2037, 2008 R3 3A1B		309		256
Morgan Stanley Mortgage Loan Trust,
1.056%, Due 2/25/2036, 2006 2 2A1		615		527
2.185%, Due 6/25/2036, 2006 8AR 5A4C		30		28
New Century Alternative Mortgage Loan Trust, 5.909%, Due 7/25/2036, 2006 ALT1 AF2		12		8
Nomura Asset Acceptance Corp., 7.50%, Due 3/25/2034, 2004 R1 A2B		126		135
Prime Mortgage Trust, 0.656%, Due 2/25/2035, 2006 CL1 A1C		108		99
Residential Accredit Loans, Inc., 0.256%, Due 5/25/2037, 2007 QA3 A1C		365		261
Residential Asset Securitization Trust, 2.496%, Due 12/25/2034, 2004 IP2 4A		95		95
Structured Adjustable Rate Mortgage Loan Trust,
2.443%, Due 5/25/2034, 2004 5 3A2		76		76
2.451%, Due 7/25/2034, 2004 8 3AC		73		73
Structured Asset Mortgage Investments II Trust,
1.614%, Due 2/25/2036, 2005 ARB A2C		975		821
0.386%, Due 5/25/2045, 2005 AR2 2A1C		109		96
Structured Asset Securities Corp. Mortgage Pass-Through Certificates, 5.50%, Due 5/25/2035, 2005 6 2A14		151		156
WaMu Mortgage Pass Through Certificates,
2.062%, Due 2/25/2033, 2003 AR1 2AC		4		4
2.424%, Due 3/25/2035, 2005 AR3 A1		51		51
5.50%, Due 11/25/2035, 2005 9 2A2		330		290
0.316%, Due 2/25/2037, 2007 HY1 A2AC		354		244
2.499%, Due 3/25/2037, 2007 HY3 4A1C		210		197
1.891%, Due 12/19/2039, 2001 AR5 1A		106		105
0.386%, Due 4/25/2045, 2005 AR6 2A1AC		159		148
0.476%, Due 7/25/2045, 2005 AR9 A1AC		93		88
0.446%, Due 10/25/2045, 2005 AR13 A1A1		371		341
0.426%, Due 12/25/2045, 2005 AR17 A1A1C		159		148
Wells Fargo Mortgage Backed Securities Trust, 2.628%, Due 3/25/2035, 2005 AR3 2A1C		99		100
Total Collateralized Mortgage Obligations (Cost $19,148)				19,677
COMMERCIAL MORTGAGE-BACKED OBLIGATIONS - 0.84%
Cobalt CMBS Commercial Mortgage Trust, 5.770%, Due 5/15/2046, 2007 C3 A1A		864		954
DBRR Trust, 0.853%, Due 2/25/2045, 2013 EZ2 AB		1,419		1,412
LB-UBS Commercial Mortgage Trust, 0.274%, Due 9/15/2045, 2007 C7 XW		1,255		13
Total Commercial Mortgage-Backed Obligations (Cost $2,385)				2,379
U.S. AGENCY MORTGAGE-BACKED OBLIGATIONS - 1.41%
Fannie Mae Pool,
3.00%, Due 5/1/2043,		759		738
3.00%, Due 7/1/2043,		856		833
3.00%, Due 8/1/2043,		375		365
Fannie Mae TBA, 3.50%, Due 12/1/2099M		2,000		2,028
Total U.S. Agency Mortgage Backed Obligations (Cost $3,967)				3,964
U.S. AGENCY OBLIGATIONS - 4.52%
Federal Home Loan Mortgage Corporation - 2.16%
0.06%, Due 4/10/2014		6,100		6,100
Federal National Mortgage Association - 2.36%
0.09%, Due 6/16/2014,		6,100		6,099
3.15%, Due 12/27/2027 H		300		274
2.00%, Due 1/25/2028 H		300		281
				6,654
Total U.S. Agency Obligations (Cost $12,749)				12,754
U.S. TREASURY OBLIGATIONS - 10.25%
U.S. TIPS - 2.22%
2.00%, Due 7/15/2014 G		371		379
1.625%, Due 1/15/2015 G		122		126
2.375%, Due 1/15/2025 G		1,150		1,369

See accompanying notes

14

American Beacon Flexible Bond Fund^SM

Schedule of Investments

February 28, 2014 (Unaudited)

	Par AmountI		Fair Value
	(000’s)		(000’s)
2.00%, Due 1/15/2026 G	$	59	$	67
2.375%, Due 1/15/2027 G		786		941
1.75%, Due 1/15/2028 G		445		497
2.50%, Due 1/15/2029 G		163		199
3.875%, Due 4/15/2029 G		479		682
0.625%, Due 2/15/2043 G		2,407		2,002
				6,262
U.S. Treasury Floating Rate Note - 3.52%
0.090%, Due 1/31/2016 C		9,920		9,917
U.S. Treasury Notes/Bonds - 4.51%
1.75%, Due 3/31/2014		2,000		2,003
1.875%, Due 4/30/2014K		2,400		2,407
4.75%, Due 5/15/2014		2,000		2,019
2.00%, Due 11/15/2021		700		686
5.50%, Due 8/15/2028		2,000		2,565
4.375%, Due 5/15/2041		325		374
2.875%, Due 5/15/2043		3,070		2,660
				12,714
Total U.S. Treasury Obligations (Cost $29,228)				28,893
	Shares
SHORT-TERM INVESTMENTS - 11.75%
Short-Term Investments - 5.23%
JPMorgan U.S. Government Money Market Fund, Capital Class		14,738,509		14,739
	Par AmountI
	(000’s)
Certificates Of Deposit - 0.18%
Banco do Brasil S.A. , 0.01%, Due 3/27/2014	$	500		500
Repurchase Agreements - 3.12%
BNP Paribas Securities, Corp., 0.07%, acquired on 2/28/2014, Due 3/3/2014 at $8,800 (held at BNY Mellon, collateralized by a Government Agency Obligation valued at $9,079, 4.00%, Due 11/1/2043) K		8,800		8,800
U.S. Treasury Bills - 3.22%
0.08%, Due 8/21/2014 K		288		288
0.02%, Due 5/8/2014		8,800		8,799
				9,087
Total Short-Term Investments (Cost $33,126)				33,126
TOTAL INVESTMENTS - 101.56% (Cost $285,056)				286,223
PURCHASED OPTIONS - 1.27% (Cost $3,956)				3,574
WRITTEN OPTIONS - (0.80%) (Premiums $2,736)				(2,249	)
LIABILITIES, NET OF OTHER ASSETS - (2.03%)				(5,721	)
TOTAL NET ASSETS - 100.00%			$	281,827

Percentages are stated as a percent of net assets.

^A  Non-income producing security.

^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 $25,978 or 9.22% of net assets. The Fund has no right to demand registration of these securities.

^C  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.

^D  Limited Liability Company.

See accompanying notes

15

American Beacon Flexible Bond Fund^SM

Schedule of Investments

February 28, 2014 (Unaudited)

^E  Limited Partnership.

^F  Variable rate.

^G  Inflation-Indexed Note.

^H  Step Up/Down - A scheduled increase in the exercise or conversion price at which a warrant, an option, or a convertible security may be I used to acquire shares of common stock.

^I In U.S. Dollars unless otherwise noted.

^J  Fair valued pursuant to procedures approved by the Board of Trustees.

^K  This security or a piece thereof is held as segregated collateral for interest rate and credit default swaps.

^L  REIT - Real Estate Investment Trust.

^M  TBA - To be announced.

^N  Term Loan.

^O  Par value represents units rather than shares.

^P  The security is an equity linked note with Samsung Electronics Company Ltd., as the single underlying asset. The movement in the price of Samsung Electronics Company Ltd., and the credit quality of Standard Charter Bank will affect the market value of the bond.

Futures Contracts open on February 28, 2014:

Description	Type	Number of Contracts		Expiration Date	Contract Value			Unrealized Appreciation (Depreciation)
10-Year Japanese Bond March Futures	Short		6	March, 2014	$	(8,558,711	)	$	(61,904	)
3-Year Bond March Futures	Long		25	March, 2014		2,430,893			11,710
90 Day Eurodollar December Futures	Long		276	December, 2014		68,782,650			(3,176	)
90 Day Eurodollar March Futures	Long		274	March, 2014		67,678,000			32,281
90 Day Eurodollar September Futures	Long		57	September, 2014		14,211,525			6,131
90 Day Eurodollar September Futures	Short		114	September, 2014		(28,293,375	)		(7,912	)
90 Day Eurodollar September Futures	Long		57	September, 2016		14,004,188			9,800
Euro BOBL March Futures	Short		3	March, 2014		(524,652	)		(4,067	)
Euro BTP March Futures	Short		3	March, 2014		(497,529	)		(23,355	)
Euro BUND June Futures	Short		3	June, 2014		(589,996	)		3,106
Euro BUND March Futures	Short		5	March, 2014		(996,439	)		(11,516	)
Euro BUND March Futures	Short		48	March, 2014		(9,565,813	)		(241,686	)
Euro OAT March Futures	Short		11	March, 2014		(2,072,673	)		(61,796	)
Euro OAT March Futures	Short		127	March, 2014		(23,929,950	)		(593,060	)
Long GILT June Futures	Short		2	June, 2014		(366,492	)		(1,775	)
U.S. Long Bond June Futures	Short		6	June, 2014		(798,375	)		(2,953	)
U.S. Treasury 10-Year Note June Futures	Short		37	June, 2014		(4,607,656	)		(578	)
U.S. Treasury 5-Year Note June Futures	Short		112	June, 2014		(13,424,250	)		(4,891	)
U.S. Ultra Bond June Futures	Short		4	June, 2014		(574,375	)		(6,531	)
					$	72,306,970		$	(962,172	)

See accompanying notes

16

American Beacon Flexible Bond Fund^SM

Schedule of Investments

February 28, 2014 (Unaudited)

Centrally cleared swap agreements outstanding on February 28, 2014:

Interest Rate Swaps

Pay/ Receive Floating Rate	Floating Rate Index	Fixed Rate (%)		Expiration Date		Curr		Notional Amount(4)		Upfront Premiums Paid (Received)			Unrealized Appreciation (Depreciation)			Fair Value
Receive	3-Month AUD-BBSW		3.2500		8/11/2015		AUD		900,000	$	7		$	3,450		$	3,688
Pay	6-Month GBP-LIBOR		1.0000		7/10/2016		GBP		1,703,000		—			9,604			9,604
Receive	6-Month JPY-LIBOR		0.3325		8/22/2016		JPY		166,138,500		—			4,115			4,115
Pay	6-Month GBP-LIBOR		1.0000		8/27/2016		GBP		1,686,500		—			1,958			1,958
Receive	6-Month GBP-LIBOR		1.7600		11/6/2016		GBP		1,999,500		—			(28,276	)		(28,276	)
Pay	3-Month USD-LIBOR		1.0000		11/8/2016		USD		3,601,000		—			819			819
Receive	6-Month GBP-LIBOR		2.4300		8/30/2017		GBP		3,479,500		—			33			33
Receive	3-Month SEK-LIBOR		2.9300		9/16/2017		SEK		15,949,000		—			45,839			45,839
Pay	6-Month GBP-LIBOR		2.4400		10/3/2017		GBP		3,929,000		—			(2,874	)		(2,874	)
Receive	6-Month GBP-LIBOR		2.4600		10/11/2017		GBP		4,114,500		—			(2,541	)		(2,541	)
Pay	6-Month GBP-LIBOR		1.0000		11/7/2017		GBP		2,314,000		—			1,676			1,676
Receive	3-Month USD-LIBOR		2.2378		11/8/2017		USD		4,077,500		—			1,705			1,705
Receive	6-Month GBP-LIBOR		2.1350		11/14/2017		GBP		1,613,000		—			(4,172	)		(4,172	)
Pay	3-Month USD-LIBOR		1.0000		11/18/2017		USD		2,315,500		—			105			105
Receive	6-Month GBP-LIBOR		2.3330		7/11/2018		GBP		1,761,000		—			(15,242	)		(15,242	)
Pay	6-Month JPY-LIBOR		1.0000		8/22/2018		JPY		335,681,000		—			(15,902	)		(15,902	)
Pay	3-Month USD-LIBOR		1.0000		11/29/2018		USD		1,449,000		—			(2,007	)		(2,007	)
Receive	6-Month AUD-BBSW		3.5000		12/11/2018		AUD		2,600,000		7,695			(13,599	)		(5,904	)
Receive	6-Month AUD-BBSW		3.7500		12/11/2018		AUD		10,900,000		(26,488	)		109,285			82,797
Receive	6-Month EUR-LIBOR		1.2340		12/12/2018		EUR		319,500		—			5,435			5,435
Receive	3-Month USD-LIBOR		2.9300		12/19/2018		USD		2,721,000		—			11,805			11,805
Receive	3-Month USD-LIBOR		2.9700		12/20/2018		USD		1,752,000		—			8,865			8,865
Receive	3-Month USD-LIBOR		2.9800		12/20/2018		USD		1,719,500		—			9,027			9,027
Receive	3-Month USD-LIBOR		3.1250		12/23/2018		USD		1,744,500		—			13,708			13,708
Receive	3-Month USD-LIBOR		3.1250		12/23/2018		USD		1,744,500		—			13,708			13,708
Receive	3-Month USD-LIBOR		3.1050		12/23/2018		USD		1,756,500		—			13,134			13,134
Receive	6-Month EUR-LIBOR		1.4400		12/27/2018		EUR		428,000		—			12,869			12,869
Receive	3-Month USD-LIBOR		3.1063		12/28/2018		USD		1,872,500		—			13,692			13,692
Pay	3-Month USD-LIBOR		1.0000		2/26/2019		USD		972,000		—			(1,941	)		(1,941	)
Pay	3-Month USD-LIBOR		1.0000		3/9/2019		USD		975,000		—			(5,217	)		(5,217	)
Receive	6-Month AUD-BBSW		4.0000		6/18/2019		AUD		31,900,000		202,678			137,227			339,905
Receive	6-Month EUR-LIBOR		3.1910		6/26/2019		EUR		1,162,500		—			43,839			43,839
Receive	3-Month ZAR-JIBOR		7.8700		7/2/2019		ZAR		1,071,500		—			(1,443	)		(1,443	)
Pay	6-Month GBP-LIBOR		1.0000		8/29/2019		GBP		1,089,000		—			(4,534	)		(4,534	)
Pay	6-Month GBP-LIBOR		1.0000		7/10/2020		GBP		1,162,000		—			1,375			1,375
Receive	6-Month JPY-LIBOR		1.1200		8/22/2020		JPY		169,542,500		—			10,693			10,693
Receive	6-Month JPY-LIBOR		1.1200		8/22/2020		JPY		169,542,500		—			10,693			10,693
Pay	3-Month SEK-LIBOR		1.0000		9/16/2020		SEK		6,726,500		—			(36,280	)		(36,280	)
Receive	3-Month USD-LIBOR		4.0900		11/26/2020		USD		4,270,500		—			25,369			25,369
Receive	3-Month USD-LIBOR		4.0600		11/27/2020		USD		2,094,500		—			11,289			11,289
Receive	3-Month USD-LIBOR		4.0610		11/27/2020		USD		1,921,500		—			10,391			10,391
Receive	3-Month USD-LIBOR		4.1100		11/27/2020		USD		2,919,500		—			18,332			18,332
Receive	3-Month USD-LIBOR		4.0620		11/29/2020		USD		1,914,500		—			10,312			10,312
Receive	3-Month USD-LIBOR		4.1075		11/29/2020		USD		1,914,500		—			11,869			11,869
Receive	3-Month USD-LIBOR		4.0570		11/29/2020		USD		1,914,500		—			10,147			10,147
Receive	3-Month USD-LIBOR		4.1368		12/3/2020		USD		2,102,500		—			13,979			13,979
Receive	3-Month USD-LIBOR		4.1225		12/3/2020		USD		1,815,500		—			11,608			11,608
Pay	6-Month EUR-LIBOR		1.0000		12/4/2020		EUR		2,351,500		—			(21,456	)		(21,456	)
Pay	3-Month EUR-LIBOR		1.0000		12/4/2020		EUR		2,180,500		—			(19,220	)		(19,220	)
Receive	6-Month USD-LIBOR		4.1650		12/4/2020		USD		1,922,000		—			8,690			8,690
Pay	6-Month EUR-LIBOR		1.0000		12/5/2020		EUR		2,358,000		—			(19,020	)		(19,020	)
Receive	3-Month USD-LIBOR		4.2370		12/10/2020		USD		1,936,500		—			16,104			16,104
Pay	3-Month USD-LIBOR		0.2330		2/11/2021		USD		1,381,000		—			(1,591	)		(1,591	)
Pay	6-Month EUR-LIBOR		1.0000		6/26/2021		EUR		2,435,000		—			(21,698	)		(21,698	)
Receive	6-Month GBP-LIBOR		3.4825		8/9/2022		GBP		274,000		—			805			805
Receive	6-Month GBP-LIBOR		3.7880		8/21/2022		GBP		369,500		—			9,155			9,155
Receive	6-Month GBP-LIBOR		3.8080		9/12/2022		GBP		284,000		—			7,122			7,122
Receive	6-Month GBP-LIBOR		3.8025		9/12/2022		GBP		293,500		—			7,242			7,242

See accompanying notes

17

American Beacon Flexible Bond Fund^SM

Schedule of Investments

February 28, 2014 (Unaudited)

Pay/ Receive Floating Rate	Floating Rate Index	Fixed Rate (%)		Expiration Date		Curr		Notional Amount(4)		Upfront Premiums Paid (Received)			Unrealized Appreciation (Depreciation)			Fair Value
Receive	6-Month GBP-LIBOR		3.8020		9/13/2022		GBP		293,500	$	—		$	7,228		$	7,228
Receive	6-Month GBP-LIBOR		3.5563		10/7/2022		GBP		444,500		—			2,353			2,353
Receive	6-Month GBP-LIBOR		3.4563		10/7/2022		GBP		741,000		—			3,380			3,380
Receive	6-Month GBP-LIBOR		3.5463		10/7/2022		GBP		444,500		—			2,353			2,353
Receive	3-Month USD-LIBOR		3.9750		11/13/2022		USD		656,500		—			5,881			5,881
Receive	3-Month USD-LIBOR		4.0288		11/20/2022		USD		608,500		—			6,698			6,698
Pay	3-Month USD-LIBOR		1.0000		11/29/2022		USD		636,000		—			(8,244	)		(8,244	)
Receive	3-Month USD-LIBOR		4.0500		12/4/2022		USD		1,700,000		—			19,281			19,281
Receive	3-Month USD-LIBOR		4.1838		12/6/2022		USD		1,197,500		—			20,465			20,465
Receive	3-Month USD-LIBOR		4.1650		12/11/2022		USD		769,000		—			12,348			12,348
Receive	3-Month USD-LIBOR		4.1410		12/12/2022		USD		1,153,000		—			17,269			17,269
Receive	6-Month GBP-LIBOR		3.8300		1/8/2023		GBP		646,000		—			13,437			13,437
Pay	6-Month EUR-LIBOR		1.0000		2/10/2023		EUR		232,000		—			(2,126	)		(2,126	)
Pay	6-Month EUR-LIBOR		1.0000		2/10/2023		EUR		1,375,000		—			(13,729	)		(13,729	)
Pay	3-Month USD-LIBOR		0.2510		6/19/2023		USD		900,000		23,931			26,854			50,785
Receive	6-Month EUR-LIBOR		3.1910		6/28/2023		EUR		1,292,500		—			5,873			5,873
Receive	6-Month NOK-NIBOR		4.0000		7/1/2023		NOK		8,368,000		—			8,879			8,879
Pay	6-Month GBP-LIBOR		0.6000		9/7/2023		GBP		343,000		—			3,719			3,719
Receive	6-Month GBP-LIBOR		3.9963		9/17/2023		GBP		317,000		—			6,963			6,963
Receive	6-Month GBP-LIBOR		3.9450		9/17/2023		GBP		436,500		—			8,000			8,000
Receive	6-Month CHF-LIBOR		2.5550		9/18/2023		CHF		384,000		—			9,396			9,396
Pay	6-Month JPY-LIBOR		0.2220		9/18/2023		JPY		1,250,000,000		(246,959	)		(51,986	)		(298,945	)
Receive	6-Month EUR-LIBOR		3.1670		9/20/2023		EUR		305,500		—			9,848			9,848
Pay	6-Month NOK-NIBOR		1.0000		9/25/2023		NOK		3,181,500		—			(8,344	)		(8,344	)
Receive	3-Month SEK-LIBOR		3.6250		9/25/2023		SEK		3,357,000		—			934			934
Receive	6-Month EUR-LIBOR		3.0690		10/11/2023		EUR		992,500		—			24,931			24,931
Pay	6-Month GBP-LIBOR		1.0000		10/15/2023		GBP		554,000		—			(5,761	)		(5,761	)
Receive	6-Month EUR-LIBOR		3.1550		10/17/2023		EUR		1,167,500		—			35,256			35,256
Pay	3-Month USD-LIBOR		1.0000		10/22/2023		USD		1,600,000		—			(5,548	)		(5,548	)
Pay	6-Month GBP-LIBOR		1.0000		11/9/2023		GBP		1,495,500		—			(6,781	)		(6,781	)
Receive	3-Month USD-LIBOR		4.5340		11/12/2023		USD		2,307,500		—			14,844			14,844
Pay	6-Month GBP-LIBOR		1.0000		11/12/2023		GBP		708,500		—			5,424			5,424
Receive	3-Month USD-LIBOR		4.6400		11/14/2023		USD		888,000		—			7,957			7,957
Pay	6-Month GBP-LIBOR		1.0000		11/14/2023		GBP		734,000		—			(8,220	)		(8,220	)
Receive	3-Month USD-LIBOR		4.3400		11/19/2023		USD		1,018,500		—			12,430			12,430
Pay	3-Month USD-LIBOR		1.0000		11/26/2023		USD		5,079,500		—			(26,566	)		(26,566	)
Receive	6-Month EUR-LIBOR		3.3008		12/4/2023		EUR		3,062,000		—			35,912			35,912
Receive	6-Month EUR-LIBOR		3.2888		12/4/2023		EUR		2,846,000		—			32,140			32,140
Pay	6-Month GBP-LIBOR		1.0000		12/4/2023		GBP		872,250		—			(11,222	)		(11,222	)
Receive	6-Month EUR-LIBOR		3.2720		12/5/2023		EUR		3,070,000		—			32,633			32,633
Pay	6-Month GBP-LIBOR		1.0000		12/18/2023		GBP		552,000		—			(7,344	)		(7,344	)
Pay	3-Month USD-LIBOR		1.0000		12/18/2023		USD		5,900,000		(101,838	)		(38,962	)		(140,800	)
Pay	3-Month KRW-CD		1.0000		12/20/2023		KRW		502,756,500		—			(3,552	)		(3,552	)
Receive	6-Month JPY-LIBOR		1.4250		1/9/2024		JPY		76,751,500		—			6,153			6,153
Pay	6-Month GBP-LIBOR		1.0000		1/10/2024		GBP		272,500		—			(2,505	)		(2,505	)
Pay	3-Month USD-LIBOR		1.0000		2/29/2024		USD		653,000		—			(7,607	)		(7,607	)
Pay	3-Month USD-LIBOR		1.0000		3/9/2024		USD		721,000		—			(17,112	)		(17,112	)
Pay	6-Month AUD-BBSW		1.0000		6/18/2024		AUD		14,300,000		(143,980	)		(155,687	)		(299,667	)
Pay	6-Month NOK-NIBOR		1.0000		7/1/2025		NOK		6,276,000		—			(5,151	)		(5,151	)
Receive	3-Month USD-LIBOR		4.4400		7/5/2025		USD		2,021,000		—			(2,125	)		(2,125	)
Receive	6-Month EUR-LIBOR		3.4220		7/12/2025		EUR		652,500		—			1,531			1,531
Receive	6-Month EUR-LIBOR		3.4280		7/12/2025		EUR		693,000		—			1,721			1,721
Receive	6-Month EUR-LIBOR		3.4300		7/15/2025		EUR		1,394,500		—			30,884			30,884
Receive	6-Month EUR-LIBOR		3.6100		8/23/2025		EUR		2,020,500		—			12,900			12,900
Receive	6-Month EUR-LIBOR		3.6650		9/11/2025		EUR		1,134,000		—			8,519			8,519
Receive	3-Month USD-LIBOR		4.5000		10/29/2025		USD		674,000		—			1,575			1,575
Receive	3-Month USD-LIBOR		4.5000		10/31/2025		USD		371,500		—			871			871
Receive	3-Month USD-LIBOR		4.5000		10/31/2025		USD		371,500		—			871			871
Receive	3-Month USD-LIBOR		4.4750		11/1/2025		USD		674,000		—			991			991
Receive	3-Month USD-LIBOR		4.8200		11/15/2025		USD		784,000		—			9,246			9,246
Pay	3-Month USD-LIBOR		1.0000		12/19/2026		USD		687,500		—			(20,243	)		(20,243	)
Pay	3-Month USD-LIBOR		1.0000		12/20/2026		USD		458,500		—			(13,228	)		(13,228	)
Pay	3-Month USD-LIBOR		1.0000		12/20/2026		USD		422,500		—			(13,313	)		(13,313	)

See accompanying notes

18

American Beacon Flexible Bond Fund^SM

Schedule of Investments

February 28, 2014 (Unaudited)

Pay/ Receive Floating Rate	Floating Rate Index	Fixed Rate (%)		Expiration Date		Curr		Notional Amount(4)		Upfront Premiums Paid (Received)		Unrealized Appreciation (Depreciation)			Fair Value
Pay	3-Month USD-LIBOR		1.0000		12/23/2026		USD		459,500	$	—	$	(15,460	)	$	(15,460	)
Pay	3-Month USD-LIBOR		1.0000		12/23/2026		USD		454,000		—		(15,971	)		(15,971	)
Pay	3-Month USD-LIBOR		1.0000		12/23/2026		USD		454,000		—		(15,971	)		(15,971	)
Pay	3-Month USD-LIBOR		1.0000		12/28/2026		USD		467,500		—		(15,045	)		(15,045	)
Receive	3-Month USD-LIBOR		4.2060		6/20/2028		USD		848,500		—		(8,911	)		(8,911	)
Receive	3-Month USD-LIBOR		4.1700		6/21/2028		USD		589,000		—		(6,920	)		(6,920	)
Receive	6-Month EUR-LIBOR		3.3300		7/2/2028		EUR		276,000		—		(338	)		(338	)
Receive	6-Month EUR-LIBOR		3.3275		7/2/2028		EUR		274,000		—		(373	)		(373	)
Receive	6-Month EUR-LIBOR		3.3300		7/2/2028		EUR		276,000		—		(338	)		(338	)
Receive	6-Month EUR-LIBOR		3.3300		7/3/2028		EUR		140,000		—		(172	)		(172	)
Receive	6-Month EUR-LIBOR		3.3600		7/3/2028		EUR		276,000		—		108			108
Receive	6-Month EUR-LIBOR		3.3600		7/3/2028		EUR		276,000		—		108			108
Receive	6-Month EUR-LIBOR		3.3350		7/3/2028		EUR		274,000		—		(262	)		(262	)
Receive	6-Month EUR-LIBOR		3.4650		7/11/2028		EUR		431,000		—		2,590			2,590
Pay	6-Month GBP-LIBOR		1.0000		9/12/2028		GBP		611,000		—		(6,732	)		(6,732	)
Pay	6-Month GBP-LIBOR		1.0000		9/12/2028		GBP		594,500		—		(6,867	)		(6,867	)
Pay	6-Month GBP-LIBOR		1.0000		9/13/2028		GBP		611,000		—		(6,732	)		(6,732	)
Receive	6-Month CHF-LIBOR		1.0000		9/18/2028		CHF		435,000		—		(2,905	)		(2,905	)
Pay	6-Month GBP-LIBOR		1.0000		10/9/2028		GBP		949,000		—		275			275
Pay	6-Month GBP-LIBOR		1.0000		10/9/2028		GBP		920,500		—		(249	)		(249	)
Pay	6-Month GBP-LIBOR		1.0000		10/9/2028		GBP		525,000		—		400			400
Pay	3-Month USD-LIBOR		1.0000		10/31/2028		USD		1,975,500		—		(3,318	)		(3,318	)
Pay	3-Month USD-LIBOR		1.0000		10/31/2028		USD		1,975,500		—		(3,318	)		(3,318	)
Pay	3-Month USD-LIBOR		1.0000		10/31/2028		USD		3,422,500		—		(5,184	)		(5,184	)
Pay	3-Month USD-LIBOR		1.0000		11/3/2028		USD		3,446,000		—		(4,092	)		(4,092	)
Pay	3-Month USD-LIBOR		1.0000		11/5/2028		USD		4,038,000		—		(8,687	)		(8,687	)
Pay	3-Month USD-LIBOR		1.0000		11/14/2028		USD		4,000,000		—		(27,231	)		(27,231	)
Pay	3-Month USD-LIBOR		1.0000		11/27/2028		USD		491,500		—		(11,117	)		(11,117	)
Pay	3-Month USD-LIBOR		1.0000		11/27/2028		USD		744,500		—		(18,978	)		(18,978	)
Pay	3-Month USD-LIBOR		1.0000		11/27/2028		USD		542,000		—		(11,890	)		(11,890	)
Pay	3-Month USD-LIBOR		1.0000		11/29/2028		USD		495,500		—		(11,006	)		(11,006	)
Pay	3-Month USD-LIBOR		1.0000		11/29/2028		USD		495,500		—		(12,299	)		(12,299	)
Pay	3-Month USD-LIBOR		1.0000		11/29/2028		USD		495,500		—		(10,848	)		(10,848	)
Pay	3-Month USD-LIBOR		1.0000		12/3/2028		USD		542,000		—		(14,458	)		(14,458	)
Pay	3-Month USD-LIBOR		1.0000		12/3/2028		USD		454,000		—		(11,768	)		(11,768	)
Pay	6-Month EUR-LIBOR		1.0000		12/4/2028		EUR		943,500		—		(10,940	)		(10,940	)
Pay	6-Month EUR-LIBOR		1.0000		12/4/2028		EUR		876,000		—		(9,597	)		(9,597	)
Pay	3-Month USD-LIBOR		1.0000		12/4/2028		USD		497,500		—		(8,429	)		(8,429	)
Pay	6-Month EUR-LIBOR		1.0000		12/5/2028		EUR		946,000		—		(9,956	)		(9,956	)
Pay	3-Month USD-LIBOR		1.0000		12/10/2028		USD		502,500		—		(16,152	)		(16,152	)
Receive	3-Month USD-LIBOR		4.8700		12/18/2028		USD		1,000,500		—		11,890			11,890
Pay	6-Month GBP-LIBOR		1.0000		1/8/2029		GBP		1,079,000		—		(6,042	)		(6,042	)
Receive	6-Month JPY-LIBOR		2.7200		6/14/2032		JPY		47,516,500		—		2,330			2,330
Receive	6-Month JPY-LIBOR		2.6800		6/14/2032		JPY		48,655,000		—		1,544			1,544
Receive	6-Month JPY-LIBOR		2.7050		6/19/2032		JPY		45,785,500		—		1,929			1,929
Receive	6-Month JPY-LIBOR		2.6060		11/1/2032		JPY		160,835,000		—		(1,080	)		(1,080	)
Receive	6-Month JPY-LIBOR		2.6500		6/19/2033		JPY		47,020,000		—		213			213
Receive	6-Month JPY-LIBOR		2.8300		6/24/2033		JPY		49,062,000		—		3,931			3,931
Pay	6-Month EUR-LIBOR		1.0000		7/2/2033		EUR		638,000		—		6,126			6,126
Pay	6-Month EUR-LIBOR		1.0000		7/2/2033		EUR		636,000		—		5,997			5,997
Pay	6-Month EUR-LIBOR		1.0000		7/2/2033		EUR		636,000		—		5,997			5,997
Pay	6-Month EUR-LIBOR		1.0000		7/3/2033		EUR		320,000		—		3,220			3,220
Pay	6-Month EUR-LIBOR		1.0000		7/3/2033		EUR		639,500		—		5,514			5,514
Pay	6-Month EUR-LIBOR		1.0000		7/3/2033		EUR		639,500		—		5,514			5,514
Pay	6-Month EUR-LIBOR		1.0000		7/3/2033		EUR		638,000		—		5,979			5,979
Pay	3-Month USD-LIBOR		1.0000		7/5/2033		USD		472,500		—		6,544			6,544
Pay	6-Month EUR-LIBOR		1.0000		7/11/2033		EUR		1,006,000		—		4,928			4,928
Pay	6-Month EUR-LIBOR		1.0000		7/12/2033		EUR		149,750		—		732			732
Pay	6-Month EUR-LIBOR		1.0000		7/12/2033		EUR		156,500		—		679			679
Pay	6-Month EUR-LIBOR		1.0000		7/15/2033		EUR		313,000		—		1,211			1,211
Pay	6-Month GBP-LIBOR		1.0000		8/9/2033		GBP		213,000		—		(4,157	)		(4,157	)
Pay	6-Month GBP-LIBOR		1.0000		8/21/2033		GBP		315,500		—		(8,452	)		(8,452	)

See accompanying notes

19

American Beacon Flexible Bond Fund^SM

Schedule of Investments

February 28, 2014 (Unaudited)

Pay/ Receive Floating Rate	Floating Rate Index	Fixed Rate (%)		Expiration Date		Curr		Notional Amount(4)		Upfront Premiums Paid (Received)			Unrealized Appreciation (Depreciation)			Fair Value
Pay	6-Month EUR-LIBOR		1.0000		8/23/2033		EUR		461,000	$	—		$	(7,059	)	$	(7,059	)
Pay	6-Month EUR-LIBOR		1.0000		9/11/2033		EUR		257,000		—			(5,243	)		(5,243	)
Receive	3-Month USD-LIBOR		4.4300		10/31/2033		USD		987,500		—			2,126			2,126
Receive	3-Month USD-LIBOR		4.4300		10/31/2033		USD		987,500		—			2,126			2,126
Receive	3-Month USD-LIBOR		4.4200		10/31/2033		USD		1,696,000		—			3,190			3,190
Receive	3-Month USD-LIBOR		4.4100		11/1/2033		USD		1,707,500		—			2,646			2,646
Receive	3-Month USD-LIBOR		4.4400		11/5/2033		USD		2,026,000		—			12,350			12,350
Receive	3-Month USD-LIBOR		4.6800		11/14/2033		USD		2,065,500		—			18,392			18,392
Pay	3-Month USD-LIBOR		1.0000		12/4/2033		USD		1,249,500		—			(18,818	)		(18,818	)
Pay	3-Month USD-LIBOR		1.0000		12/11/2033		USD		628,500		—			(10,651	)		(10,651	)
Pay	3-Month USD-LIBOR		1.0000		12/12/2033		USD		946,000		—			(14,935	)		(14,935	)
Pay	6-Month JPY-LIBOR		1.0000		1/9/2034		JPY		43,219,500		—			(3,062	)		(3,062	)
Pay	6-Month JPY-LIBOR		1.0000		6/14/2037		JPY		54,731,500		—			(831	)		(831	)
Pay	6-Month JPY-LIBOR		1.0000		6/14/2037		JPY		56,015,000		—			328			328
Pay	6-Month JPY-LIBOR		1.0000		6/19/2037		JPY		53,144,000		—			397			397
Pay	6-Month JPY-LIBOR		1.0000		11/1/2037		JPY		179,314,000		—			5,128			5,128
Pay	6-Month JPY-LIBOR		1.0000		6/20/2038		JPY		53,561,500		—			1,338			1,338
Pay	6-Month JPY-LIBOR		1.0000		6/24/2038		JPY		56,421,500		—			(1,758	)		(1,758	)
Receive	6-Month EUR-LIBOR		2.6100		7/2/2038		EUR		364,000		—			(2,530	)		(2,530	)
Receive	6-Month EUR-LIBOR		2.6225		7/2/2038		EUR		364,000		—			(2,348	)		(2,348	)
Receive	6-Month EUR-LIBOR		2.6085		7/2/2038		EUR		363,000		—			(2,545	)		(2,545	)
Receive	6-Month EUR-LIBOR		2.6000		7/3/2038		EUR		186,000		—			(1,368	)		(1,368	)
Receive	6-Month EUR-LIBOR		2.6300		7/3/2038		EUR		365,000		—			(2,245	)		(2,245	)
Receive	6-Month EUR-LIBOR		2.6300		7/3/2038		EUR		365,000		—			(2,245	)		(2,245	)
Receive	6-Month EUR-LIBOR		2.6150		7/3/2038		EUR		363,000		—			(2,452	)		(2,452	)
Receive	6-Month EUR-LIBOR		2.6800		7/11/2038		EUR		576,500		—			(2,363	)		(2,363	)
Pay	6-Month GBP-LIBOR		1.0000		8/14/2043		GBP		213,000		—			(6,540	)		(6,540	)
Pay	6-Month GBP-LIBOR		1.0000		8/21/2043		GBP		234,000		—			(3,789	)		(3,789	)
Receive	3-Month USD-LIBOR		4.3810		8/23/2043		USD		325,000		—			3,893			3,893
Pay	6-Month GBP-LIBOR		1.0000		8/23/2043		GBP		183,000		—			(1,274	)		(1,274	)
Pay	6-Month GBP-LIBOR		0.6000		1/22/2044		GBP		318,000		—			(1,649	)		(1,649	)
Pay	6-Month GBP-LIBOR		0.6000		1/22/2044		GBP		335,000		—			(898	)		(898	)
Pay	6-Month GBP-LIBOR		0.3440		1/22/2044		GBP		160,500		—			(2,557	)		(2,557	)
Pay	6-Month EUR-LIBOR		1.0000		9/17/2044		EUR		1,600,000		(67,997	)		(25,501	)		(93,498	)
Pay	6-Month GBP-LIBOR		1.0000		9/17/2044		GBP		1,480,000		(37,133	)		(26,686	)		(63,819	)
Pay	3-Month USD-LIBOR		1.0000		6/20/2053		USD		212,500		—			9,181			9,181
Pay	3-Month USD-LIBOR		1.0000		6/21/2053		USD		151,000		—			7,307			7,307
Pay	3-Month USD-LIBOR		1.0000		12/18/2053		USD		267,000		—			(10,308	)		(10,309	)
										$	(389,854	)	$	126,913		$	(262,941	)

OTC Swap Agreements Outstanding on February 28, 2014:

Credit Default Swaps on Corporate and Sovereign Securities - Buy Protection ⁽¹⁾

Reference Entity	Counterparty/ Currency	Fixed Rate (%)			Expiration Date		Implied Credit Spread at 2/28/2014 (3)		Notional Amount (4)		Upfront Premiums Paid (Received)			Unrealized Appreciation (Depreciation)			Fair Value
JC Penney Corp., Inc.	BNP/USD		1.0000			12/20/2015		11.9974		75,000	$	6,404		$	1,150		$	7,554
Royal Bank of Scotland PLC	DUB/EUR		1.0000	��		12/20/2016		1.1962		300,000		(22,696	)		(22,451	)		(45,147	)
Federal Republic of Brazil	BRC/USD		1.0000			12/20/2016		1.0725		800,000		12,607			(11,157	)		1,450
Rallye S.A.	BNP/EUR		1.0000			3/20/2017		1.9023		25,000		(3,739	)		1,758			(1,981	)
Rallye S.A.	BNP/EUR		1.0000			3/20/2017		1.9023		15,000		(654	)		(1,345	)		(1,999	)
Volvo Treasury AB	UBS/EUR		1.0000			3/20/2018		0.8689		50,000		1,831			(2,242	)		(411	)
Renautl S.A.	BRC/EUR		1.0000			3/20/2018		1.0500		320,000		(344	)		(36	)		(380	)
Safeway, Inc.	BRC/USD		1.0000			3/20/2018		2.3546		375,000		3,479			13,600			17,079
JC Penney Corp., Inc.	BRC/USD		1.0000			6/20/2018		13.7552		25,000		3,329			2,329			5,658

See accompanying notes

20

American Beacon Flexible Bond Fund^SM

Schedule of Investments

February 28, 2014 (Unaudited)

Reference Entity	Counterparty/ Currency	Fixed Rate (%)		Expiration Date		Implied Credit Spread at 2/28/2014 (3)		Notional Amount (4)		Upfront Premiums Paid (Received)			Unrealized Appreciation (Depreciation)			Fair Value
JC Penney Corp., Inc.	BNP/USD		1.0000		6/20/2018		13.7552		100,000	$	9,277		$	13,355		$	22,632
Credit Agricole, S.A.	CBK/USD		1.0000		6/20/2018		0.7342		800,000		(34,965	)		(68,660	)		(103,625	)
Electricite de France	FBF/EUR		1.0000		9/20/2018		0.5392		200,000		(3,285	)		(2,902	)		(6,187	)
Nationwide Building Society	BNP/EUR		1.0000		9/20/2018		0.7271		200,000		2,186			(4,335	)		(2,149	)
Nationwide Building Society	BNP/EUR		1.0000		9/20/2018		0.7271		500,000		4,198			(9,570	)		(5,372	)
JC Penney Corp., Inc.	BRC/USD		1.0000		9/20/2018		13.6864		100,000		9,213			14,151			23,364
Rep. of Turkey	DUB/USD		1.0000		9/20/2018		2.2037		500,000		16,721			8,476			25,197
Rep. of Turkey	JPM/USD		1.0000		9/20/2018		2.2037		500,000		16,515			8,682			25,197
Kingfisher PLC	FBF/EUR		1.0000		12/20/2018		0.6681		150,000		(1,212	)		(2,181	)		(3,393	)
Kingfisher PLC	BNP/EUR		1.0000		12/20/2018		0.6681		100,000		(902	)		(1,360	)		(2,262	)
Intesa Sanpaolo SPA	BRC/EUR		1.0000		12/20/2018		1.2954		300,000		(15,281	)		(16,910	)		(32,191	)
Carlsberg Breweries A.S.	DUB/EUR		1.0000		12/20/2018		0.8029		300,000		(1,766	)		(2,103	)		(3,869	)
Markit ITRX EUR	DUB/EUR		1.0000		12/20/2018		0.7071		1,094,500		(101,860	)		(56,314	)		(158,174	)
Kingfisher PLC	BNP/EUR		1.0000		12/20/2018		0.6681		150,000		(1,453	)		(1,941	)		(3,394	)
Daimler AG	BNP/EUR		1.0000		12/20/2018		0.4829		100,000		176			(3,695	)		(3,519	)
Nomura Holdings Inc.	JPM/JPY		1.0000		12/20/2018		1.0685		30,000,000		(2,425	)		1,730			(695	)
Turkey EM BP CBK	CBK/USD		1.0000		12/20/2018		2.2546		3,100,000		129,992			41,379			171,371
HJ Heinz Co.	DUB/USD		1.0000		12/20/2018		1.2677		135,000		3,814			(2,362	)		1,452
HCA INC	BRC/USD		1.0000		12/20/2018		1.6384		160,000		(17,880	)		(6,295	)		(24,175	)
Rite Aid Corp.	DUB/USD		1.0000		12/20/2018		2.1850		50,000		(4,990	)		(1,303	)		(6,293	)
Rite Aid Corp.	DUB/USD		1.0000		12/20/2018		2.1850		125,000		(12,241	)		(3,493	)		(15,734	)
Credit Agricole, S.A.	BOA/USD		1.0000		12/20/2018		0.8180		500,000		(54,215	)		(15,575	)		(69,790	)
Markit ITRX EUR	BNP/EUR		1.0000		12/20/2018		0.7071		1,400,000		(295,786	)		(34,405	)		(330,191	)
Reed Elsevier Investment	DUB/EUR		1.0000		3/20/2019		0.5283		250,000		(8,251	)		(206	)		(8,457	)
Intesa SanPaolo SPA	BNP/EUR		1.0000		3/20/2019		1.3259		150,000		(13,489	)		(2,935	)		(16,424	)
Nomura Holdings Inc.	DUB/JPY		1.0000		3/20/2019		1.1024		30,000,000		(309	)		126			(183	)
Bank of America Corp.	BRC/USD		1.0000		3/20/2019		0.7075		250,000		(1,442	)		(2,425	)		(3,867	)
Deutsche Bank AG	HUB/EUR		1.0000		3/20/2019		0.8961		100,000		(11,535	)		119			(11,416	)
Reed Elsevier Investment	BRC/EUR		1.0000		3/20/2019		0.5283		250,000		(8,258	)		(199	)		(8,457	)
JC Penney Corp., Inc.	DUB/USD		1.0000		3/20/2019		13.6238		75,000		17,938			665			18,603
Rep. of Korea	JPM/USD		1.0000		3/20/2019		0.6700		200,000		(2,991	)		(312	)		(3,303	)
Rep. of Indonesia	JPM/USD		1.0000		3/20/2019		1.9000		150,000		8,982			(3,051	)		5,931
Rep. of South Africa	BRC/USD		1.0000		3/20/2019		2.0656		1,000,000		64,427			(15,752	)		48,675
Ford Motor Credit Co. LLC	BRC/USD		1.0000		3/20/2019		0.9292		120,000		(21,986	)		(1,143	)		(23,128	)
Goldman Sachs Group Inc.	JPM/USD		1.0000		3/20/2019		0.9367		230,000		(774	)		(134	)		(907	)
Goldman Sachs Group Inc.	BNP/USD		1.0000		3/20/2019		0.9367		400,000		763			(2,341	)		(1,578	)
Bank of America Corp.	JPM/USD		1.0000		6/20/2019		0.7446		170,000		(2,321	)		(59	)		(2,380	)
Bank of America Corp.	JPM/USD		1.0000		6/20/2019		0.7446		85,000		(1,205	)		(0	)		(1,205	)
State of Illinois	CBK/USD		1.0000		3/20/2023		1.9039		300,000		18,743			(2,023	)		16,720
Illinois St Municipal Bank	CBK/USD		1.0000		6/20/2023		1.9229		200,000		11,093			434			11,527
Rep of South Africa	JPM/USD		1.0000		9/20/2023		2.6060		200,000		26,414			(2,188	)		24,226
Illinois State Municipal Bank	CBK/USD		1.0000		12/20/2023		1.9579		1,600,000		124,987			(27,119	)		97,868
ABX.H.E. AAA	GST/USD		1.0000		5/25/2046		1.5375		1,281,437		323,555			(19,355	)		304,200

See accompanying notes

21

American Beacon Flexible Bond Fund^SM

Schedule of Investments

February 28, 2014 (Unaudited)

Reference Entity	Counterparty/ Currency	Fixed Rate (%)		Expiration Date		Implied Credit Spread at 2/28/2014(3)		Notional Amount (4)		Upfront Premiums Paid (Received)		Unrealized Appreciation (Depreciation)			Fair Value
ABX H.E. AAA	FBF/USD		1.0000		5/25/2046		1.5375		640,719	$	191,198	$	(39,098	)	$	152,100
CMBX.NA.AJ.3	BRC/USD		1.0000		12/13/2049		9.4824		400,000		121,281		(41,431	)		79,850
CMBX BBB- CDSI	DUB/USD		1.0000		5/11/2063		3.1806		375,000		34,429		(29,677	)		4,752
										$	515,297	$	(352,129	)	$	163,168

Credit Default Swaps on Corporate and Sovereign Issues - Sell Protection ⁽²⁾

Reference Entity	Counterparty/ Currency	Fixed Rate (%)		Expiration Date		Implied Credit Spread at 2/28/2014(3)		Notional Amount (4)		Upfront Premiums (Received)			Unrealized Appreciation (Depreciation)			Fair Value
Citibank N.A., New York	FBF/USD		1.0000		9/20/2014		0.2012		100,000	$	(328	)	$	773		$	445
Republic of Italy	FBF/USD		1.0000		6/20/2017		0.8765		200,000		(17,887	)		17,090			(797	)
Rallye SA	BNP/EUR		1.0000		3/20/2018		2.5874		25,000		(1,145	)		(2,187	)		(3,332	)
Rallye SA	BNP/EUR		1.0000		3/20/2018		2.5874		15,000		(2,253	)		1,064			(1,189	)
Hannover Rueckversicherung	BNP/EUR		1.0000		12/20/2018		1.2213		100,000		—			2,459			2,459
Hannover Rueckversicherung	JMP/EUR		1.0000		12/20/2018		1.2213		250,000		—			6,148			6,148
CDX.NA.IG.22	CBK/USD		1.0000		12/20/2018		0.6337		9,400,000		133,125			26,393			159,518
Indonesia AS	BOA/USD		1.0000		2/20/2019		0.2016		100,000		(5,205	)		1,155			(4,050	)
JPMorgan Chase & Co.	BRC/USD		1.0000		3/20/2019		0.6300		250,000		2,778			1,939			4,717
HSBC Bank PLC	BNP/EUR		1.0000		3/20/2019		0.7570		100,000		(624	)		(767	)		(1,391	)
UBS AG London	JPM/EUR		1.0000		3/20/2019		0.6894		300,000		5,094			1,389			6,483
LaFarge SA	CBK/EUR		1.0000		3/20/2019		0.1178		300,000		(19,991	)		1,777			(18,214	)
General Motors Co.	BRC/USD		5.0000		3/20/2019		1.3276		120,000		19,376			1,798			21,174
Spain Govt.	MSC/USD		1.0000		3/20/2019		0.7477		500,000		(9,829	)		3,741			(6,088	)
Spain Govt.	CBK/USD		1.0000		3/20/2019		0.7477		200,000		(3,380	)		895			(2,485	)
Spain Govt.	CBK/USD		1.0000		3/20/2019		0.7477		400,000		(6,944	)		1,974			(4,970	)
Safeway Inc.	BRC/USD		1.0000		3/20/2019		3.1664		375,000		(12,474	)		(22,534	)		(35,008	)
Indonesia AS	BRC/USD		1.0000		3/20/2019		0.2016		200,000		(10,497	)		2,396			(8,101	)
Indonesia AS	GST/USD		1.0000		3/20/2019		0.2016		700,000		(41,017	)		13,343			(27,674	)
UBS AG London	HUB/EUR		1.0000		6/20/2019		0.7181		150,000		2,962			(18	)		2,944
JPMorgan Chase & Co.	BRC/USD		1.0000		6/20/2019		0.6718		250,000		4,569			(213	)		4,356
Renault S.A.	BRC/EUR		1.0000		12/20/2020		1.8042		320,000		(16,561	)		(3,137	)		(19,698	)
										$	19,769		$	55,481		$	75,250

Credit Default Swaps on Credit Indices - Buy Protection ⁽¹⁾

Index	Counterparty	Fixed Pay Rate (%)		Expiration Date		Curr	Notional Amounts(4)		Upfront Premiums Paid (Received)			Unrealized Appreciation (Depreciation)			Fair Value (5)
iTraxx Europe 16 Index	BOA		1.0000		6/20/2018	EUR		4,300,000	$	195,819		$	(251,537	)	$	(55,718	)
iTraxx Europe 16 Index	BOA		1.0000		6/20/2018	EUR		1,470,000		(16,363	)		(210,107	)		(226,470	)
iTraxx Europe 16 Index	BOA		1.0000		12/20/2018	EUR		2,900,000		30,684			(55,411	)		(24,727	)
									$	210,140		$	(517,055	)	$	(306,915	)

Interest Rate Swaps

Pay/ Receive Floating Rate	Floating Rate Index	Counterparty	Fixed Rate (%)		Expiration Date		Curr	Notional Amount(4)		Upfront Premiums Paid (Received)			Unrealized Appreciation (Depreciation)			Fair Value
Receive	3-M PLN-LIBOR	JPM		2.5600		4/26/2014	PLN		1,944,000	$	—		$	(2,072	)	$	(2,072	)
Receive	3-M ILS-TELBOR	JPM		1.2300		8/30/2014	ILS		2,274,000		—			(2,207	)		(2,207	)
Receive	3-M ILS-TELBOR	HUB		1.2300		8/30/2014	ILS		2,371,500		—			(2,184	)		(2,184	)
Pay	3-M NZD-BBR	GST		3.9350		8/13/2015	NZD		3,196,000		—			2,060			2,060
Pay	6-M PLN-LIBOR	JPM		4.8800		4/26/2016	PLN		1,054,000		—			11,907			11,907
Pay	6-M ZAR-JIBAR	HUB		7.4800		11/11/2016	ZAR		4,534,000		—			(2,890	)		(2,890	)
Pay	3-M ZAR-JIBAR	HUB		7.5500		11/12/2016	ZAR		4,536,000		—			(2,413	)		(2,413	)
Pay	3-M ZAR-JIBAR	DUB		7.5200		11/12/2016	ZAR		4,195,500		—			(2,438	)		(2,438	)
Pay	1-Year BRL-CDI	GLM		8.7200		1/2/2017	BRL		1,600,000		(1,271	)		(45,070	)		(46,341	)

See accompanying notes

22

American Beacon Flexible Bond Fund^SM

Schedule of Investments

February 28, 2014 (Unaudited)

Pay/ Receive Floating Rate	Floating Rate Index	Counterparty	Fixed Rate (%)		Expiration Date		Curr	Notional Amount(4)		Upfront Premiums Paid (Received)			Unrealized Appreciation (Depreciation)			Fair Value
Pay	1-Year BRL-CDI	GLM		9.0950		1/2/2017	BRL		9,700,000	$	3,408		$	(249,268	)	$	(245,860	)
Pay	1-Year BRL-CDI	GLM		10.3600		1/2/2017	BRL		2,400,000		—			(29,774	)		(29,774	)
Pay	1-Year BRL-CDI	FBF		10.1100		1/2/2017	BRL		7,500,000		394			(119,850	)		(119,456	)
Pay	3-M SEK-LIBOR	FBF		1.9100		1/24/2017	SEK		2,390,000		—			2,295			2,295
Pay	3-M SEK-LIBOR	FBF		1.9100		1/26/2017	SEK		2,380,000		—			2,285			2,285
Receive	3-M AUD-AUCP	DUB		1.0000		2/24/2017	AUD		2,595,000		—			(79,699	)		(79,699	)
Pay	6-M GBP-LIBOR	BRC		2.3950		8/30/2017	GBP		3,452,500		—			(1,904	)		(1,904	)
Receive	3-M KRW-CD	BRC		1.0000		10/17/2017	KRW		1,095,268,500		—			(3,377	)		(3,377	)
Receive	3-M KRW-CD	UAG		1.0000		10/19/2017	KRW		1,042,393,500		—			(2,310	)		(2,310	)
Pay	1-Year MXN-TIIE	BRC		5.8300		11/1/2017	MXN		7,632,000		—			1,233			1,233
Pay	1-Year MXN-TIIE	HUB		5.9400		11/1/2017	MXN		5,441,000		—			1,676			1,676
Pay	3-M ZAR-JIBAR	DUB		7.7623		11/2/2017	ZAR		10,944,000		—			(11,389	)		(11,389	)
Pay	3-M ZAR-JIBAR	BRC		7.8500		11/2/2017	ZAR		4,320,000		—			(3,925	)		(3,925	)
Pay	1-M MXN-TIIE	BRC		5.9000		11/6/2017	MXN		7,661,000		—			1,832			1,832
Pay	3-M ZAR-JIBAR	HUB		8.0550		11/9/2017	ZAR		4,685,000		—			(2,843	)		(2,843	)
Pay	6-M CZK-LIBOR	JPM		1.5200		11/13/2017	CZK		7,504,000		—			2,314			2,314
Receive	6-M AUD-BBSW	DUB		1.0000		12/16/2017	AUD		785,500		—			(5,608	)		(5,608	)
Receive	6-M AUD-BBSW	CBK		1.0000		12/16/2017	AUD		796,000		—			(5,881	)		(5,881	)
Pay	3-M NZD-BBR	DUB		4.8100		12/17/2017	NZD		777,500		—			4,915			4,915
Pay	3-M NZD-BBR	CBK		4.8050		12/17/2017	NZD		899,500		—			5,584			5,584
Pay	1-M MXN-TIIE	BRC		6.1000		1/1/2018	MXN		10,599,000		—			3,375			3,375
Pay	1-M MXN-TIIE	HUB		6.0650		1/2/2018	MXN		8,073,000		—			2,881			2,881
Pay	1-M MXN-TIIE	HUB		6.0650		1/2/2018	MXN		8,072,500		—			3,047			3,047
Pay	1-M MXN-TIIE	HUB		6.0800		1/2/2018	MXN		10,949,500		—			3,162			3,162
Pay	6-M CZK-LIBOR	JPM		1.4700		1/8/2018	CZK		15,876,500		—			3,286			3,286
Pay	1-Year MXN-TIIE	BRC		6.2600		1/18/2018	MXN		5,465,500		—			2,615			2,615
Pay	3-M ZAR-JIBAR	BRC		8.1867		1/22/2018	ZAR		7,300,000		—			(3,572	)		(3,572	)
Pay	3-M ZAR-JIBAR	BRC		8.5950		1/29/2018	ZAR		5,241,000		—			560			560
Pay	3-M ZAR-JIBAR	JPM		8.6300		1/31/2018	ZAR		5,751,500		—			908			908
Pay	3-M ZAR-JIBAR	JPM		8.7100		2/3/2018	ZAR		5,460,500		—			1,475			1,475
Pay	3-M ZAR-JIBAR	DUB		8.6600		2/15/2018	ZAR		4,623,500		—			841			841
Pay	3-M ZAR-JIBAR	JPM		8.5650		2/19/2018	ZAR		10,079,000		—			357			357
Pay	3-M ZAR-JIBAR	JPM		8.7200		2/20/2018	ZAR		10,337,500		—			2,695			2,695
Pay	3-M ZAR-JIBAR	HUB		8.7100		2/22/2018	ZAR		10,135,000		—			2,492			2,492
Receive	6-M NOK-NIBOR	BRC		1.0000		12/12/2018	NOK		2,532,500		—			(4,029	)		(4,029	)
Receive	6-M NOK-NIBOR	BRC		1.0000		12/25/2018	NOK		3,550,000		—			(6,220	)		(6,220	)
Receive	6-M CHF-LIBOR	UAG		1.0000		1/10/2019	CHF		1,413,500		—			(11,759	)		(11,759	)
Receive	6-M CHF-LIBOR	FBF		1.0000		2/11/2019	CHF		1,223,500		—			(1,735	)		(1,735	)
Receive	6-M CHF-LIBOR	FBF		1.0000		2/12/2019	CHF		1,225,500		—			(1,235	)		(1,235	)
Receive	6-M CHF-LIBOR	FBF		1.0000		2/15/2019	CHF		1,225,500		—			(1,673	)		(1,673	)
Receive	6-M CHF-LIBOR	UAG		1.0000		2/15/2019	CHF		627,500		—			(803	)		(803	)
Receive	6-M CHF-LIBOR	UAG		1.0000		2/28/2019	CHF		619,500		—			146			146
Pay	1-Time USA-CPI	BRC		2.7150		3/21/2019	USD		286,500		—			8,094			8,094
Receive	6-M GBP-LIBOR	BRC		1.0000		8/29/2019	GBP		1,082,500		—			(3,172	)		(3,172	)
Pay	6-M CHF-LIBOR	UAG		1.5300		4/3/2020	CHF		797,000		—			553			553
Receive	6-M EUR-LIBOR	FBF		1.0000		4/3/2020	EUR		539,500		—			(761	)		(761	)
Receive	3-M KRW-CD	BRC		1.0000		4/4/2020	KRW		837,268,500		—			5,547			5,547
Pay	6-M AUD-BBSW	DUB		5.2900		12/16/2020	AUD		916,500		—			7,761			7,761
Pay	6-M AUD-BBSW	CBK		5.2825		12/16/2020	AUD		918,500		—			7,627			7,627
Receive	3-M NZD-BBR	CBK		1.0000		12/17/2020	NZD		1,047,000		—			(9,102	)		(9,102	)
Receive	3-M NZD-BBR	DUB		1.0000		12/17/2020	NZD		924,000		—			(8,033	)		(8,033	)
Pay	1-M BRL-BZDI	JPM		12.2650		1/4/2021	BRL		574,500		—			(1,101	)		(1,101	)
Pay	1-Year BRL-BZDI	BRC		12.3600		1/4/2021	BRL		281,000		—			(268	)		(268	)
Pay	1-Year BRL-BZDI	BRC		12.5300		1/4/2021	BRL		580,000		—			606			606
Receive	6-M CHF-LIBOR	UAG		2.2350		1/10/2021	CHF		1,459,500		—			13,605			13,605
Pay	3-M ZAR-JIBAR	BRC		7.3650		3/31/2021	ZAR		474,000		—			(3,209	)		(3,209	)
Pay	1-Year EUR-CPX	FBF		2.1500		4/1/2021	EUR		100,000		(373	)		8,064			7,691
Pay	1-Year EUR-CPX	GLM		2.1500		4/1/2021	USD		200,000		2,517			12,866			15,383
Pay	3-M ZAR-JIBAR	BRC		9.3100		2/4/2022	ZAR		638,000		—			359			359
Pay	3-M ZAR-JIBAR	BRC		9.2550		2/4/2022	ZAR		638,000		—			253			253
Pay	1-Year MXN-TIIE	DUB		7.5850		2/17/2022	MXN		3,759,000		—			(333	)		(333	)
Pay	1-Year MXN-TIIE	DUB		7.5500		2/18/2022	MXN		765,000		—			0			0

See accompanying notes

23

American Beacon Flexible Bond Fund^SM

Schedule of Investments

February 28, 2014 (Unaudited)

Pay/ Receive Floating Rate	Floating Rate Index	Counterparty	Fixed Rate (%)		Expiration Date		Curr	Notional Amount(4)			Upfront Premiums Paid (Received)		Unrealized Appreciation (Depreciation)			Fair Value
Pay	6-M GBP-LIBOR	HUB		3.6130		8/29/2022	GBP		363,500		$	—	$	4,200		$	4,200
Pay	6-M CHF-LIBOR	GST		2.5900		10/16/2022	CHF		960,000			—		5,513			5,513
Pay	6-M CHF-LIBOR	GST		2.5400		11/9/2022	CHF		1,889,000			—		11,525			11,525
Pay	3-M USD-LIBOR	BRC		4.1525		11/14/2022	USD		930,500			—		15,744			15,744
Pay	6-M CHF-LIBOR	FBF		1.9900		2/11/2023	CHF		803,500			—		2,661			2,661
Receive	6-M EUR-LIBOR	DUB		1.0000		2/11/2023	EUR		232,000			—		(1,359	)		(1,359	)
Pay	6-M CHF-LIBOR	FBF		1.9800		2/12/2023	CHF		806,000			—		2,224			2,224
Pay	6-M CHF-LIBOR	UAG		1.9950		2/13/2023	CHF		412,000			—		1,466			1,466
Pay	6-M CHF-LIBOR	FBF		2.0000		2/15/2023	CHF		806,000			—		3,018			3,018
Pay	6-M CHF-LIBOR	UAG		1.9775		2/28/2023	CHF		407,000			—		773			773
Pay	6-M CHF-LIBOR	FBF		1.7400		4/10/2023	CHF		156,000			—		(2,048	)		(2,048	)
Pay	6-M CHF-LIBOR	UAG		1.7900		4/16/2023	CHF		291,000			—		(3,092	)		(3,092	)
Receive	6-M EUR-LIBOR	BRC		1.0000		4/16/2023	EUR		193,500			—		1,410			1,410
Pay	1-M MXN-TIIE	BRC		6.9000		5/18/2023	MXN		2,952,500			—		(9,589	)		(9,589	)
Pay	1-M MXN-TIIE	GST		7.0700		5/19/2023	MXN		3,487,500			—		(9,701	)		(9,701	)
Pay	1-M MXN-TIIE	BRC		7.0400		5/19/2023	MXN		3,188,000			—		(9,132	)		(9,132	)
Pay	3-M ZAR-JIBAR	BRC		8.5600		5/29/2023	ZAR		2,847,000			—		(6,258	)		(6,258	)
Pay	3-M ZAR-JIBAR	BRC		8.5900		5/30/2023	ZAR		3,323,500			—		(7,039	)		(7,039	)
Pay	3-M ZAR-JIBAR	BRC		9.1100		6/7/2023	ZAR		3,421,500			—		(2,498	)		(2,498	)
Pay	1-M MXN-TIIE	JPM		6.1050		8/14/2023	MXN		1,461,000			—		(3,996	)		(3,996	)
Pay	1-M MXN-TIIE	BRC		6.1300		8/15/2023	MXN		1,518,000			—		(3,998	)		(3,998	)
Pay	6-M CHF-LIBOR	FBF		2.5750		9/13/2023	CHF		754,000	��		—		20,182			20,182
Receive	6-M NOK-NIBOR	BRC		1.0000		9/19/2023	NOK		3,190,000			—		(7,459	)		(7,459	)
Receive	6-M NOK-NIBOR	JPM		1.0000		9/19/2023	NOK		5,640,000			—		(12,005	)		(12,005	)
Pay	3-M SEK-LIBOR	BRC		3.6150		9/19/2023	SEK		2,962,000			—		6,030			6,030
Receive	6-M NOK-NIBOR	GST		1.0000		9/20/2023	NOK		2,743,500			—		(6,041	)		(6,041	)
Pay	1-M MXN-TIIE	BRC		8.2300		9/22/2023	MXN		3,819,500			—		624			624
Pay	1-M MXN-TIIE	JPM		8.2000		9/25/2023	MXN		3,808,500			—		286			286
Receive	6-M NOK-NIBOR	BRC		1.0000		10/11/2023	NOK		8,902,000			—		(14,274	)		(14,274	)
Pay	6-M CHF-LIBOR	FBF		1.9900		2/11/2023	CHF		803,500			—		2,661			2,661
Receive	6-M NOK-NIBOR	BRC		1.0000		10/17/2023	NOK		11,178,500			—		(22,621	)		(22,621	)
Pay	3-M CAD-LIBOR	DUB		3.8250		10/23/2023	CAD		921,000			—		7,866			7,866
Pay	3-M CAD-LIBOR	DUB		3.8370		10/23/2023	CAD		931,000			—		8,399			8,399
Pay	3-M CAD-LIBOR	HUB		3.8550		10/23/2023	CAD		931,000			—		9,026			9,026
Pay	1-Year MXN-TIIE	BRC		8.3500		10/23/2023	MXN		3,924,000			—		1,660			1,660
Pay	1-Year MXN-TIIE	HUB		8.3800		10/23/2023	MXN		4,249,500			—		2,139			2,139
Pay	3-M CAD-LIBOR	DUB		3.8160		10/24/2023	CAD		755,000			—		6,169			6,169
Receive	3-M KRW-CD	BRC		1.0000		10/25/2023	KRW		498,381,0000			—		613			613
Receive	3-M KRW-CD	UAG		1.0000		10/25/2023	KRW		450,053,500			—		386			386
Pay	1-Year MXN-TIIE	BRC		8.5300		10/25/2023	MXN		4,013,000			—		3,600			3,600
Receive	3-M NZD-BBR	DUB		1.0000		10/25/2023	NZD		3,185,000			—		(4,276	)		(4,276	)
Receive	6-M NOK-NIBOR	BRC		1.0000		11/11/2023	NOK		5,486,500			—		(9,192	)		(9,192	)
Receive	6-M NOK-NIBOR	BRC		1.0000		11/13/2023	NOK		8,427,000			—		(23,456	)		(23,456	)
Pay	3-M ZAR-JIBAR	BRC		9.4000		11/19/2023	ZAR		9,805,000			—		(1,495	)		(1,495	)
Receive	6-M NOK-NIBOR	BRC		1.0000		11/19/2023	NOK		5,822,000			—		(6,816	)		(6,816	)
Pay	3-M ZAR-JIBAR	BRC		9.4300		11/20/2023	ZAR		3,421,000			—		(260	)		(260	)
Pay	1-M MXN-TIIE	DUB		8.7470		11/22/2023	MXN		5,103,000			—		7,238			7,238
Pay	1-Year MXN-TIIE	DUB		8.7530		11/23/2023	MXN		7,355,000			—		10,540			10,540
Pay	1-Year MXN-TIIE	DUB		8.4600		11/28/2023	MXN		4,707,000			—		3,025			3,025
Pay	1-Year MXN-TIIE	DUB		8.5980		11/29/2023	MXN		596,000			—		600			600
Pay	1-Year MXN-TIIE	DUB		8.6000		12/1/2023	MXN		421,000			—		424			424
Pay	3-M ZAR-JIBAR	BRC		9.6700		12/2/2023	ZAR		2,957,000			—		1,560			1,560
Pay	3-M CAD-LIBOR	GST		4.1730		12/18/2023	CAD		976,000			—		19,891			19,891
Pay	3-M CAD-LIBOR	DUB		4.2150		12/19/2023	CAD		451,000			—		9,903			9,903
Receive	3-M KRW-CD	BRC		1.0000		12/20/2023	KRW		502,756,500			—		(3,552	)		(3,552	)
Receive	3-M KRW-CD	BRC		1.0000		12/24/2023	KRW		692,673,000			—		(4,887	)		(4,887	)
Pay	3-M CAD-LIBOR	HUB		4.2550		1/2/2024	CAD		621,500			—		14,363			14,363
Pay	3-M CAD-LIBOR	GST		4.0695		1/10/2024	CAD		476,500			—		7,533			7,533
Pay	3-M ZAR-JIBAR	JPM		9.7100		1/30/2024	ZAR		4,663,500			—		2,607			2,607
Pay	3-M ZAR-JIBAR	BRC		9.7300		2/4/2024	ZAR		2,918,500			—		1,761			1,761
Receive	6-M CHF-LIBOR	GST		1.0000		10/17/2024	CHF		999,000			—		(3,138	)		(3,138	)
Pay	6-M CHF-LIBOR	GST		2.6725		11/8/2024	CHF		1,980,000			—		(7,604	)		(7,604	)
Pay	6-M CHF-LIBOR	UAG		1.7100		11/27/2024	CHF		826,000			—		(19,295	)		(19,295	)

See accompanying notes

24

American Beacon Flexible Bond Fund^SM

Schedule of Investments

February 28, 2014 (Unaudited)

Pay/ Receive Floating Rate	Floating Rate Index	Counterparty	Fixed Rate (%)		Expiration Date		Curr	Notional Amount(4)		Upfront Premiums Paid (Received)		Unrealized Appreciation (Depreciation)			Fair Value
Pay	6-M CHF-LIBOR	UAG		1.6900		12/3/2024	CHF		407,000	$	—	$	7,243		$	7,243
Pay	3-M USD-LIBOR	GST		4.5700		11/5/2025	USD		777,000		—		3,804			3,804
Receive	3-M ZAR-JIBAR	JPM		1.0000		2/19/2026	ZAR		3,138,000		—		212			212
Receive	3-M ZAR-JIBAR	JPM		1.0000		2/20/2026	ZAR		3,175,000		—		(2,066	)		(2,066	)
Receive	3-M ZAR-JIBAR	HUB		1.0000		2/22/2026	ZAR		3,017,000		—		(1,636	)		(1,636	)
Receive	6-M CHF-LIBOR	FBF		1.0000		9/13/2028	CHF		856,500		—		(7,445	)		(7,445	)
Pay	1-M MXN-TIIE	DUB		9.8100		9/20/2028	MXN		1,094,500		—		199			199
Pay	1-M MXN-TIIE	HUB		9.8100		9/20/2028	MXN		6,268,000		—		1,142			1,142
Pay	1-M MXN-TIIE	DUB		9.8600		9/21/2028	MXN		3,283,500		—		901			901
Pay	1-M MXN-TIIE	DUB		10.1300		10/23/2028	MXN		1,897,000		—		(1,404	)		(1,404	)
Pay	1-Year MXN-TIIE	DUB		10.1450		10/25/2028	MXN		4,377,000		—		3,313			3,313
Pay	3-M ZAR-JIBAR	BRC		10.6500		11/25/2028	ZAR		9,624,000		—		13,472			13,472
Pay	3-M ZAR-JIBAR	BRC		10.8500		1/23/2029	ZAR		7,799,000		—		13,318			13,318
Pay	3-M ZAR-JIBAR	DUB		10.9100		1/24/2029	ZAR		2,652,000		—		(37,318	)		(37,318	)
Pay	6-M JPY-LIBOR	FBF		3.0650		2/12/2032	JPY		28,000,000		—		5,562			5,562
Pay	3-M ZAR-JIBAR	BRC		9.6700		6/12/2033	ZAR		4,203,500		—		(940	)		(940	)
Receive	6-M GBP-LIBOR	FBF		1.0000		8/28/2033	GBP		319,000		—		(3,339	)		(3,339	)
Pay	1-M MXN-TIIE	DUB		9.9250		9/13/2033	MXN		2,663,000		—		1,599			1,599
Pay	1-M MXN-TIIE	DUB		9.9540		9/14/2033	MXN		3,940,500		—		2,705			2,705
Pay	1-M MXN-TIIE	DUB		9.9500		9/21/2033	MXN		1,824,000		—		1,209			1,209
Pay	3-M USD-LIBOR	GST		4.4400		11/5/2033	USD		2,026,000		—		12,350			12,350
Receive	3-M ZAR-JIBAR	BRC		1.0000		11/14/2033	ZAR		2,663,000		—		(3,003	)		(3,003	)
Pay	1-Year MXN-TIIE	DUB		10.3000		11/14/2033	MXN		1,330,500		—		2,239			2,239
Receive	3-M ZAR-JIBAR	DUB		1.0000		11/15/2033	ZAR		1,277,000		—		(1,440	)		(1,440	)
Receive	3-M ZAR-JIBAR	JPM		1.0000		2/26/2034	ZAR		2,551,500		—		331			331
Receive	6-M JPY-LIBOR	FBF		1.0000		2/12/2037	JPY		33,000,000		—		(4,145	)		(4,145	)
Receive	6-M JPY-LIBOR	BRC		0.6020		7/4/2043	JPY		8,910,000		—		2,638			2,638
Receive	6-M GBP-LIBOR	BRC		1.0000		1/22/2044	GBP		160,500		—		(2,348	)		(2,348	)
Receive	6-M CHF-LIBOR	UAG		1.0000		11/27/2044	CHF		335,500		—		6,853			6,853
Receive	6-M CHF-LIBOR	UAG		1.0000		12/3/2044	CHF		161,000		—		(2,512	)		(2,512	)
										$	4,675	$	(501,459	)	$	(496,784	)

⁽¹⁾ If the Fund is a buyer of protection and a credit event occurs, as defined under the terms of that particular swap agreement, the Fund will either (i) receive from the seller of protection an amount equal to the notional amount of the swap and deliver the referenced obligation or underlying securities comprising the referenced index or (ii) receive a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising the referenced index.

⁽²⁾  If the Fund is a seller of protection and a credit event occurs, as defined under the terms of that particular swap agreement, the Fund will either (i) pay to the buyer of protection an amount equal to the notional amount of the swap and take delivery of the referenced obligation or underlying securities comprising the referenced index or (ii) pay a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising the referenced index.

⁽³⁾ Implied credit spreads, represented in absolute terms, utilized in determining the fair value of credit default swaps agreements on corporate issues and sovereign issues of an emerging country as of period end serve as an indicator of the current status of the payment/performance risk and represent the likelihood or risk of default for the credit derivative. The implied credit spread of a particular referenced entity reflects the cost of buying/selling protection and may include upfront payments required to be made to enter into the agreement. Wider credit spreads represent a deterioration of the referenced entity’s credit soundness and a greater likelihood or risk of default or other credit event occurring as defined under the terms of the agreement.

⁽⁴⁾ The maximum potential amount the Fund could be required to pay as a seller of credit protection or receive as a buyer of credit protection if a credit event occurs as defined under the terms of that particular swap agreement.

⁽⁵⁾ The quoted market prices and resulting values for credit default swaps on asset-backed securities and credit indices serve as an indicator of the current status of the payment/performance risk and represent the likelihood of an expected liability (or profit) for the credit derivative should the notional amount of the swap agreement be closed/ sold as of the period end. Increasing fair values, in absolute terms when compared to the notional amount of the swap, represent a deterioration of the referenced entity’s credit soundness and greater likelihood or risk of default or other credit event occurring as defined under the terms of the agreement.

See accompanying notes

25

American Beacon Flexible Bond Fund^SM

Schedule of Investments

February 28, 2014 (Unaudited)

Purchased options outstanding on February 28, 2014:

Interest Rate Swaptions

Description	Counterparty		Floating Rate Index	Pay / Receive Floating Rate	Exercise Rate (%)		Expiration Date		Notional Amount		Fair Value		Premiums Paid		Unrealized Appreciation (Depreciation)
OTC 10-Year IRS		DUB	3-M USD-LIBOR	Receive		2.6100		4/3/2014		2,200,000	$	2,735	$	4,840	$	(2,105	)
OTC 30-Year IRS		CBK	3-M USD-LIBOR	Receive		5.2000		7/29/2016		1,200,000		23,326		51,868		(28,542	)
OTC 10-Year IRS		BOA	3-M USD-LIBOR	Receive		2.4000		5/14/2019		4,100,000		2,517		10,660		(8,143	)
											$	28,578	$	67,368	$	(38,790	)

European Interest Rate Swaptions

Description	Counter party	Floating Rate Index	Pay / Receive Floating Rate	Exercise Rate (%)		Expiration Date		Notional Amount		Fair Value		Premiums Paid		Unrealized Appreciation (Depreciation)
Call - IRS USD	FBF	3M USD-LIBOR	Receive		1.6500		4/29/2014		1,502,500	$	57	$	5,409	$	(5,352	)
Call - IRS ZAR	FBF	3M ZAR-JIBOR	Receive		5.5000		6/11/2014		8,047,500		20		650		(630	)
Call - IRS ZAR	BNP	3M ZAR-JIBOR	Receive		5.5000		6/17/2014		9,527,000		28		2,321		(2,293	)
Call - IRS ZAR	GST	3M ZAR-JIBOR	Receive		5.5000		6/17/2014		13,010,500		38		2,122		(2,084	)
Call - IRS ZAR	GST	3M ZAR-JIBOR	Receive		5.5000		6/23/2014		4,336,500		15		563		(548	)
Call - IRS ZAR	JPM	3M ZAR-JIBOR	Receive		7.0000		8/8/2014		3,595,500		513		5,201		(4,688	)
Call - IRS ZAR	GST	3M ZAR-JIBOR	Receive		5.6000		9/12/2014		18,518,000		225		4,337		(4,112	)
Call - IRS ZAR	GST	3M ZAR-JIBOR	Receive		5.6000		9/25/2014		18,518,000		238		4,337		4,099	)
Call - IRS GBP	DUB	6M GBP-LIBOR	Receive		1.4750		7/6/2015		2,187,000		11,781		21,644		(9,863	)
Call - IRS GBP	BRC	6M GBP-LIBOR	Receive		1.3470		4/18/2016		1,093,500		3,451		5,313		(1,862	)
Call - IRS GBP	GST	6M GBP-LIBOR	Receive		1.5625		5/16/2016		950,000		27		12,982		(12,955	)
Call - IRS JPY	FBF	6M JPY-LIBOR	Receive		0.8000		4/10/2018		490,429,000		35,185		35,881		(696	)
Call - IRS JPY	FBF	6M JPY-LIBOR	Receive		0.8000		4/11/2018		247,524,500		17,758		18,400		(642	)
Call - IRS JPY	FBF	6M JPY-LIBOR	Receive		0.7500		5/29/2018		190,000,000		11,851		5,940		5,911
Call - IRS USD	DUB	3M USD-LIBOR	Receive		4.6600		9/26/2023		1,401,500		55,861		49,893		5,968
Call - IRS USD	DUB	3M USD-LIBOR	Receive		4.0000		2/26/2024		2,304,000		113,093		109,210		3,883
Put - IRS USD	JPM	3M USD-LIBOR	Pay		0.8000		3/3/2014		6,947,000		—		30,914		(30,914	)
Put - IRS USD	JPM	3M USD-LIBOR	Pay		1.2000		3/17/2014		3,712,000		53		27,840		(27,787	)
Put - IRS USD	BRC	3M USD-LIBOR	Pay		2.0500		5/21/2014		3,850,500		8,660		33,114		(24,454	)
Put - IRS USD	UAG	3M USD-LIBOR	Pay		2.0500		5/21/2014		3,990,500		8,975		34,418		(25,443	)
Put - IRS JPY	FBF	6M JPY-LIBOR	Pay		2.0000		6/6/2014		41,000,000		615		12,699		(12,084	)
Put - IRS USD	FBF	3M USD-LIBOR	Pay		2.6000		7/14/2014		3,861,500		12,555		23,652		(11,097	)
Put - IRS USD	BRC	3M USD-LIBOR	Pay		2.6000		7/14/2014		1,931,000		6,278		12,069		(5,791	)
Put - IRS JPY	FBF	6M JPY-LIBOR	Pay		0.9100		7/31/2014		78,141,000		5,517		7,968		(2,451	)
Put - IRS USD	JPM	3M USD-LIBOR	Pay		1.5000		8/27/2014		3,267,500		1,396		14,494		(13,098	)
Put - IRS USD	DUB	3M USD-LIBOR	Pay		1.0000		9/24/2014		14,014,500		24,667		79,000		(54,333	)
Put - IRS USD	JPM	3M USD-LIBOR	Pay		1.0000		10/2/2014		7,254,000		14,050		37,267		(23,217	)
Put - IRS KRW	DUB	3M KRW-KSDA	Pay		3.0500		10/13/2014		1,838,154,000		8,114		5,018		3,096
Put - IRS JPY	FBF	6M JPY-LIBOR	Pay		0.8225		12/10/2014		109,500,000		4,492		9,541		(5,049	)
Put - IRS USD	FBF	3M USD-LIBOR	Pay		3.8000		7/1/2015		4,404,500		42,488		101,083		(58,595	)
Put - IRS USD	FBF	3M USD-LIBOR	Pay		4.3000		8/24/2015		1,442,500		5,582		20,483		(14,901	)
Put - IRS USD	FBF	3M USD-LIBOR	Pay		4.2600		1/19/2016		423,000		19,870		28,210		(8,340	)
Put - IRS GBP	FBF	6M GBP-LIBOR	Pay		2.4300		2/18/2016		3,661,500		61,410		66,642		(5,232	)
Put - IRS GBP	FBF	6M GBP-LIBOR	Pay		2.3700		2/19/2016		3,661,500		64,249		65,480		(1,231	)
Put - IRS GBP	GST	6M GBP-LIBOR	Pay		3.6300		11/21/2016		2,639,000		189,299		199,943		(10,644	)
Put - IRS GBP	DUB	6M GBP-LIBOR	Pay		4.2500		1/23/2017		1,502,500		63,989		65,717		(1,728	)
Put - IRS JPY	FBF	6M JPY-LIBOR	Pay		0.5000		2/20/2017		732,309,500		27,970		26,482		1,488
Put - IRS JPY	BRC	6M JPY-LIBOR	Pay		0.5000		2/20/2017		549,232,000		20,977		21,633		(656	)
Put - IRS JPY	BRC	6M JPY-LIBOR	Pay		0.5000		2/20/2017		183,077,500		6,968		7,211		(243	)
Put - IRS USD	DUB	3M USD-LIBOR	Pay		4.6000		2/12/2019		1,098,000		85,145		98,820		(13,675	)
Put - IRS JPY	BRC	6M JPY-LIBOR	Pay		1.7000		2/13/2019		122,211,000		16,496		33,390		(16,894	)
Put - IRS JPY	BRC	6M JPY-LIBOR	Pay		1.7000		2/13/2019		124,689,500		27,740		34,274		(6,534	)
Put - IRS EUR	DUB	6M EUR-EURIBOR	Pay		3.0000		12/16/2020		452,000		71,916		79,494		(7,578	)
Put - IRS USD	DUB	3M USD-LIBOR	Pay		5.5875		1/7/2021		741,500		31,576		38,558		(6,982	)
Put - IRS EUR	FBF	6M EUR-EURIBOR	Pay		3.1220		1/21/2021		751,500		110,214		121,259		(11,045	)
Put - IRS USD	FBF	3M USD-LIBOR	Pay		4.5000		6/6/2023		583,000		46,903		44,600		2,303
Put - IRS USD	FBF	3M USD-LIBOR	Pay		4.5000		6/7/2023		399,000		32,098		30,524		1,574
Put - IRS USD	FBF	3M USD-LIBOR	Pay		4.6000		7/3/2023		418,500		31,679		27,621		4,058

See accompanying notes

26

American Beacon Flexible Bond Fund^SM

Schedule of Investments

February 28, 2014 (Unaudited)

Description	Counter party	Floating Rate Index	Pay / Receive Floating Rate	Exercise Rate (%)		Expiration Date		Notional Amount		Fair Value		Premiums Paid		Unrealized Appreciation (Depreciation)
Put - IRS USD	FBF	3M USD-LIBOR	Pay		4.5000		9/25/2023		700,500	$	55,952	$	59,613	$	(3,661	)
Put - IRS USD	DUB	3M USD-LIBOR	Pay		4.6600		9/26/2023		1,401,500		48,654		49,893		(1,239	)
Put - IRS EUR	DUB	6M EUR-EURIBOR	Pay		3.0000		12/18/2023		452,000		71,769		76,436		(4,667	)
Put - IRS EUR	DUB	6M EUR-EURIBOR	Pay		3.0000		12/18/2023		452,000		71,769		75,492		(3,723	)
Put - IRS GBP	DUB	6M GBP-LIBOR	Pay		3.7950		9/26/2028		2,102,500		195,546		208,614		(13,068	)
Put - IRS GBP	BRC	6M GBP-LIBOR	Pay		3.8175		9/26/2028		2,803,000		257,308		279,464		(22,156	)
Put - IRS GBP	DUB	6M GBP-LIBOR	Pay		3.7950		9/26/2028		701,000		65,197		66,902		(1,705	)
										$	2,068,277	$	2,540,035	$	(471,758	)

OTC European Foreign Currency Options

Description	Counterparty		Exercise Price		Expiration Date		Notional Amount		Cost		Fair Value		Unrealized Appreciation (Depreciation)
Call - OTC GBP versus USD		JPM	$	1.66		3/3/2014		1,464,500	$	14,679	$	19,241	$	4,562
Call - OTC USD versus CAD		GST		1.07		3/3/2014		1,111,500		46,350		39,216		(7,134	)
Call - OTC USD versus CAD		HUB		1.07		3/3/2014		1,111,500		42,348		39,216		(3,132	)
Put - OTC GBP versus USD		JPM		1.66		3/3/2014		1,464,500		15,289		299		(14,990	)
Put - OTC USD versus EUR		GST		0.74		3/3/2014		2,223,000		32,122		39,754		7,632
Put - OTC USD versus CAD		JPM		1.07		3/3/2014		1,111,500		611		—		(611	)
Put - OTC USD versus CAD		HUB		1.07		3/3/2014		1,111,500		1,112		—		(1,112	)
Put - OTC EUR versus GBP		BRC		0.82		3/4/2014		1,098,500		8,992		807		(8,185	)
Call - OTC EUR versus NOK		HUB		8.5000		3/6/2014		766,500		14,475		63		(14,411	)
Put - OTC NOK versus SEK		UAG		1.05		3/6/2014		4,598,500		10,160		106		(10,054	)
Put - OTC EUR versus GBP		BRC		0.8100		3/7/2014		31,500		5,949		13		(5,936	)
Put - OTC EUR versus CAD		BRC		1.45		3/10/2014		924,000		11,491		11		(11,480	)
Call - OTC EUR versus USD		DUB		1.3783		3/13/2014		556,000		10,736		5,246		(5,490	)
Put - OTC EUR versus USD		DUB		1.38		3/13/2014		556,000		11,425		3,067		(8,358	)
Put - OTC EUR versus RUB		GST		44.90		3/14/2014		741,000		6,574		1		(6,573	)
Put - OTC USD versus MXN		JPM		13.14		3/26/2014		1,160,000		8,787		5,350		(3,437	)
Put - OTC USD versus MXN		JPM		12.5700		3/28/2014		1,088,000		15,694		112		(15,582	)
Put - OTC EUR versus GBP		DUB		0.8125		4/4/2014		35,000		6,186		48,151		41,965
Put - OTC EUR versus NOK		DUB		7.8000		4/8/2014		39,500		2,551		—		(2,551	)
Put - OTC EUR versus USD		DUB		1.3040		4/11/2014		80,500		15,383		25		(15,358	)
Put - OTC EUR versus NOK		BRC		7.8175		4/15/2014		40,000		4,618		—		(4,618	)
Put - OTC EUR versus USD/ USD versus MXN		GST		0.01		4/16/2014		41,000		5,355		262		(5,093	)
Call - OTC EUR versus BRL		GST		3.1100		4/17/2014		330,000		15,818		24,464		8,646
Call - OTC NZD versus JPY		DUB		84.50		5/1/2014		94,000		6,272		14,473		8,201
Call - OTC NZD versus JPY		DUB		83.00		5/1/2014		3,477,500		34,720		94,711		59,991
Put - OTC EUR versus AUD		GST		1.4215		5/2/2014		2,455,375		67,010		847		(66,163	)
Call - OTC USD versus CAD		BRC		1.0450		5/2/2014		1,470,000		27,019		84,359		57,340
Put - OTC USD versus CAD		BRC		1.0450		5/2/2014		1,470,000		27,019		417		(26,602	)
Call - OTC USD versus EUR		GST		0.74		5/3/2014		2,223,000		32,122		4		(32,118	)
Call - OTC USD versus CAD		DUB		1.0436		5/5/2014		1,489,500		30,088		87,462		57,374
Put - OTC USD versus CAD		DUB		1.0436		5/5/2014		1,489,500		24,145		426		(23,719	)
Call - OTC NOK versus SEK		UAG		1.07		5/5/2014		269,000		6,033		16,792		10,759
Call - OTC USD versus SEK		BRC		6.41		5/9/2014		1,525,000		30,165		22,558		(7,607	)
Put - OTC USD versus SEK		BRC		6.41		5/9/2014		1,525,000		25,590		22,988		(2,602	)
Call - OTC NOK versus SEK		HUB		1.0950		5/23/2014		2,231,000		5,300		1,333		(3,967	)
Call - OTC AUD versus USD		BRC		0.8960		5/23/2014		1,445,000		25,201		17,291		(7,910	)
Call - OTC EUR versus USD		BRC		1.38		5/23/2014		1,500,000		24,102		29,993		5,891
Put - OTC AUD versus CAD		BRC		0.90		5/23/2014		1,445,000		22,762		28,869		6,107
Put - OTC EUR versus USD		BRC		1.38		5/23/2014		1,500,000		28,634		22,920		(5,714	)
Put - OTC EUR versus USD		DUB		1.48		5/23/2014		40,500		7,905		8,035		130
Put - OTC NOK versus SEK		BRC		1.03		6/4/2014		3,661,000		9,313		2,046		(7,267	)
Put - OTC USD versus MXN		FBF		12.9000		6/9/2014		53,500		6,955		53,457		46,502
Call - OTC EUR versus CAD		BRC		1.4285		6/10/2014		41,000		7,350		642		(6,708	)
Call - OTC EUR versus CAD		DUB		1.4275		6/11/2014		41,000		8,357		594		(7,763	)
Put - OTC USD versus MXN		BRC		12.6650		6/12/2014		28,000		3,710		12,412		8,702
Put - OTC EUR versus GBP		FBF		0.8110		6/17/2014		58,500		11,923		370		(11,553	)
Put - OTC USD versus MXN		DUB		12.88		6/24/2014		751,500		6,651		4,861		(1,790	)

See accompanying notes

27

American Beacon Flexible Bond Fund^SM

Schedule of Investments

February 28, 2014 (Unaudited)

Description	Counterparty	Exercise Price		Expiration Date		Notional Amount		Cost		Fair Value		Unrealized Appreciation (Depreciation)
Call - OTC USD versus JPY/ USD versus BRL	BRC	$	2.1800		6/25/2014		18,000	$	2,205	$	615	$	(1,590	)
Put - OTC USD versus MXN	DUB		12.69		7/14/2014		741,500		7,964		3,390		(4,574	)
Put - OTC EUR versus USD	BRC		1.34		7/22/2014		1,565,000		31,567		15,203		(16,364	)
Put - OTC EUR versus MXN	UAG		17.40		7/24/2014		52,000		12,058		8,369		(3,689	)
Call - OTC AUD versus NZD	HUB		1.1150		7/29/2014		60,500		4,739		6,465		1,725
Call - OTC EUR versus GBP/ EUR versus HUF	GST		0.8290		7/30/2014		41,000		7,866		5,388		(2,478	)
Call - OTC EUR versus NOK/ EUR versus AUD	GST		8.33		7/31/2014		41,000		8,895		8,546		(349	)
Put - OTC EUR versus GBP	BRC		0.82		7/31/2014		41,000		7,053		373		(6,680	)
Put - OTC USD versus BRL	GST		2.3400		8/1/2014		830,000		17,463		11,536		(5,927	)
Call - OTC NOK versus SEK	UAG		1.07		8/4/2014		744,500		15,979		31,856		15,877
Call - OTC EUR versus USD/ USD versus MXN	DUB		0.01		8/8/2014		108,500		14,539		10,909		(3,630	)
Call - OTC PLN versus SEK	JPM		2.11		8/13/2014		3,051,000		20,542		18,749		(1,793	)
Put - OTC EUR versus GBP	DUB		0.81		8/14/2014		37,000		5,953		2		(5,951	)
Call - OTC NOK versus SEK	GST		1.1150		8/19/2014		3,824,000		12,626		2,689		(9,937	)
Put - OTC EUR versus GBP	UAG		0.81		8/19/2014		41,500		6,678		6,702		24
Put - OTC EUR versus USD	DUB		1.36		8/19/2014		952,000		18,933		19,001		68
Call - OTC USD versus AUD	DUB		0.87		8/21/2014		1,094,500		21,179		253,610		232,431
Put - OTC EUR versus NOK	BRC		8.18		8/29/2014		33,000		6,321		492		(5,829	)
Put - OTC EUR versus NOK	BRC		8.27		9/2/2014		1,718,000		39,745		39,720		(25	)
Put - OTC EUR versus USD	DUB		1.30		9/3/2014		40,000		7,271		7,343		72
Put - OTC EUR versus CZK	JPM		27.45		9/5/2014		766,500		16,853		16,384		(469	)
Put - OTC EUR versus CZK	UAG		27.45		9/5/2014		766,500		16,932		16,384		(548	)
Put - OTC USD versus KRW	FBF		1,090.0000		9/11/2014		39,500		5,372		18,042		12,670
Put - OTC USD versus KRW	UAG		1,090.0000		9/11/2014		39,500		5,728		18,320		12,592
Put - OTC USD versus KRW	UAG		1,089.0000		9/15/2014		41,000		7,175		1,248		(5,927	)
Put - OTC EUR versus GBP	HUB		0.8150		10/23/2014		60,000		7,761		264		(7,497	)
Put - OTC EUR versus GBP	BRC		0.8260		10/23/2014		20,000		4,545		—		(4,545	)
Put - OTC EUR versus MXN	DUB		4.27		10/27/2014		50,000		9,708		9,143		(565	)
Call - OTC AUD versus NZD	DUB		1.1190		10/29/2014		62,500		6,209		8,786		2,577
Put - OTC USD versus MXN	DUB		12.95		10/31/2014		42,000		4,053		11,063		7,010
Put - OTC USD versus JPY	DUB		109.7000		11/10/2014		40,500		3,929		37,982		34,053
Put - OTC BRL versus USD versus JPY	GST		2.07/82.75		12/2/2014		20,000		2,080		465		(1,615	)
Put - OTC EUR versus CZK	UAG		27.45		12/12/2014		766,500		19,450		20,534		1,084
Call - OTC EUR versus CZK	UAG		27.45		12/15/2014		685,500		16,465		18,468		2,003
Put - OTC USD versus MXN	BRC		12.50		1/9/2015		61,500		9,133		172		(8,961	)
Call - OTC USD versus MXN/ USD versus KRW	UAG		0.01		1/14/2015		42,500		6,248		3,797		(2,451	)
Put - OTC USD versus MXN	BRC		12.48		1/19/2015		59,500		8,925		374		(8,551	)
								$	1,205,193	$	1,385,648	$	180,455

Options on Exchange-Traded Futures Contracts

Description	Exercise Price		Expiration Date		# of Contracts		Cost		Fair Value		Unrealized Appreciation (Depreciation)
Call - 10-Yr US Treasury Note Future Option	$	124.500		3/15/2014		29	$	15,749.99	$	15,749.99	$	—
Put - 10-Yr Japan Govt. Bond Future Option		144.500		3/15/2014		2		4,115.03		4,126.95		12
Put - 10-Yr US Treasury Note Future Option		124.500		3/15/2014		29		19,484.42		16,312.50		(3,172	)
Put - Euro Bund April Future Option		142.000		3/21/2014		15		13,556.25		6,750.00		(6,806	)
Put - Euro Dual Digital Future Option		0.010		5/13/2014		60,500		7,947.53		8,384.72		437
Call - Eurodollar Future Option		99.750		12/15/2014		135		12,043.86		8,437.50		(3,606	)
Put - 3-M Euribor Interest Rate Future		98.875		6/15/2015		60		37,500		4,875.00		(32,625	)
Put - Eurodollar Future Option		99.250		9/15/2015		40		33,000.00		27,000.00		(6,000	)
							$	143,397	$	91,637	$	(51,760	)

See accompanying notes

28

American Beacon Flexible Bond Fund^SM

Schedule of Investments

February 28, 2014 (Unaudited)

Written options outstanding on February 28, 2014:

Interest Rate Swaptions

Description	Counterparty	Floating Rate Index	Pay Floating Rate	Exercise Rate (%)		Expiration Date		Notional Amount		Fair Value			Premiums			Unrealized Appreciation (Depreciation)
Put - OTC 5-Year IRS	GLM	3-M USD-LIBOR	Pay		2.0000		1/27/2014		2,000,000	$	(2,138	)	$	(8,800	)	$	6,662
Call - OTC 5-Year IRS	GLM	3-M USD-LIBOR	Pay		1.4000		1/27/2014		2,000,000		(3,784	)		(4,800	)		1,016
Put - OTC 5-Year IRS	MSC	3-M USD-LIBOR	Pay		1.8000		1/27/2014		10,700,000		(24,396	)		(33,973	)		9,577
Call - OTC 5-Year IRS	MSC	3-M USD-LIBOR	Pay		1.3000		1/27/2014		10,700,000		(8,571	)		(12,840	)		4,269
Put - OTC 5-Year IRS	BRC	3-M USD-LIBOR	Pay		1.7950		1/31/2014		1,320,000		(16,072	)		(17,510	)		1,438
Put - OTC 5-Year IRS	DUB	3-M USD-LIBOR	Pay		1.7950		1/31/2014		1,280,000		(15,585	)		(15,166	)		(419	)
Put - OTC 10-Year IRS	CBK	3-M USD-LIBOR	Pay		3.1000		3/3/2014		1,600,000		(15,875	)		(17,800	)		1,925
Call - OTC 10-Year IRS	CBK	3-M USD-LIBOR	Pay		2.6500		3/3/2014		1,600,000		(7,213	)		(7,055	)		(158	)
Put - OTC 10-Year IRS	BOA	3-M USD-LIBOR	Pay		3.9000		5/19/2014		4,100,000		(16,245	)		(13,319	)		(2,926	)
Put - OTC 5-Year IRS	CBK	3-M USD-LIBOR	Pay		5.2000		7/29/2016		4,600,000		(43,943	)		(57,480	)		13,537
										$	(153,822	)	$	(188,743	)	$	34,921

OTC European Foreign Currency Options

Description	Counterparty	Exercise Price		Expiration Date		Notional Amount			Cost			Fair Value			Unrealized Appreciation (Depreciation)
Call - OTC USD versus BRL	GLM		3.1500		2/7/2014		(830,000	)	$	(15,073	)	$	(2,425	)	$	12,648
Call - OTC USD versus CAD	GST		1.07		3/3/2014		(2,223,000	)		(32,122	)		(78,432	)		(46,310	)
Call - OTC USD versus EUR	BRC		1.36		3/3/2014		(1,111,500	)		(5,257	)		—			5,257
Call - OTC USD versus EUR	BRC		0.74		3/3/2014		(1,111,500	)		(6,402	)		—			6,402
Call - OTC EUR versus GBP	BRC		0.83		3/4/2014		(1,098,500	)		(5,870	)		(2,180	)		3,689
Call - OTC EUR versus NOK	HUB		8.69		3/6/2014		(1,533,000	)		(14,475	)		(4	)		14,470
Call - OTC EUR versus GBP	DUB		0.84		3/13/2014		(556,000	)		(10,2670	)		(429	)		9,841
Call - OTC ECAL FN	BOA		105.53		4/3/2014		(4,400,000	)		(5,844	)		(4,235	)		1,608
Call - OTC EUR versus BRL	GST		3.2900		4/17/2014		(330,000	)		(8,236	)		(7,357	)		879
Call - OTC NZD versus JPY	DUB		85.00		5/1/2014		(3,477,500	)		(19,820	)		(55,223	)		(35,403	)
Call - OTC EUR versus AUD	GST		1.4800		5/2/2014		(2,455,375	)		(53,127	)		(169,065	)		(115,938	)
Call - OTC USD versus CAD	HUB		1.05		5/2/2014		(1,470,000	)		(39,690	)		(84,359	)		(44,669	)
Call - OTC USD versus CAD	FBF		1.04		5/5/2014		(1,489,500	)		(51,140	)		(87,462	)		(36,321	)
Call - OTC EUR versus GBP	BRC		0.83		5/22/2014		(1,500,000	)		(25,050	)		(25,750	)		(700	)
Call - OTC AUD versus CAD	BRC		0.99		5/23/2014		(1,445,000	)		(23,727	)		(15,503	)		8,224
Call - OTC NOK versus SEK	HUB		1.1450		5/23/2014		(2,231,000	)		(1,983	)		(141	)		1,842
Call - OTC EUR versus USD	BRC		1.40		7/22/2014		(1,565,000	)		(15,093	)		(24,038	)		(8,945	)
Call - OTC PLN versus SEK	JPM		2.21		8/13/2014		(3,051,000	)		(5,261	)		(3,781	)		1,480
Call - OTC EUR versus USD	DUB		1.41		8/19/2014		(952,000	)		(11,889	)		(11,932	)		(43	)
Call - OTC NOK versus SEK	GST		1.1650		8/19/2014		(3,824,000	)		(4,872	)		(700	)		4,172
Call - OTC USD versus CAD	DUB		1.15		8/22/2014		(1,532,000	)		(18,553	)		(13,183	)		5,370
Call - OTC EUR versus NOK	BRC		8.60		9/2/2014		(1,718,000	)		(21,806	)		(21,793	)		13
Put - OTC USD versus CAD	GST		1.07		3/3/2014		(2,223,000	)		(32,122	)		—			32,122
Put - OTC USD versus EUR	BRC		0.74		3/3/2014		(1,111,500	)		(12,993	)		(19,724	)		(6,730	)
Put - OTC EUR versus GBP	BRC		0.81		3/6/2014		(1,098,500	)		(2,432	)		(6	)		2,426
Put - OTC NOK versus SEK	UAG		1.03		3/6/2014		(9,197,000	)		(10,160	)		(3	)		10,157
Put - OTC EUR versus GBP	HUB		0.81		3/7/2014		(31,500	)		(9,315	)		(13	)		9,302
Put - OTC EUR versus CAD	BRC		1.40		3/10/2014		(1,108,500	)		(3,755	)		—			3,755
Put - OTC EUR versus GBP	DUB		0.84		3/13/2014		(556,000	)		(9,964	)		(14,162	)		(4,198	)
Put - OTC EUR versus RUB	GST		44.10		3/14/2014		(1,482,000	)		(5,616	)		—			5,616
Put - OTC USD versus EUR	BRC		0.74		3/15/2014		(1,111,500	)		(16,406	)		(19,724	)		(3,318	)
Put - OTC USD versus PLN	HUB		3.01		3/26/2014		(1,502,500	)		(9,353	)		(11,565	)		(2,212	)
Put - OTC USD versus NZD	FBF		0.8550		3/28/2014		(1,088,000	)		(13,959	)		—			13,959
Put - OTC EUR versus BRL	GST		2.9600		4/17/2014		(330,000	)		(5,731	)		(79	)		5,652
Put - OTC EUR versus AUD	GST		1.3500		5/2/2014		(2,455,375	)		(16,869	)		(61	)		16,808
Put - OTC USD versus CAD	HUB		1.05		5/2/2014		(1,470,000	)		(11,613	)		(417	)		11,196
Put - OTC USD versus CAD	FBF		1.04		5/5/2014		(1,489,500	)		(10,450	)		(426	)		10,024
Put - OTC EUR versus GBP	BRC		0.83		5/22/2014		(1,500,000	)		(27,234	)		(24,572	)		2,661
Put - OTC AUD versus CAD	BRC		0.99	��	5/23/2014		(1,445,000	)		(19,762	)		(27,674	)		(7,912	)
Put - OTC NOK versus SEK	HUB		1.0240		5/23/2014		(2,231,000	)		(3,317	)		(683	)		2,634
Put - OTC NOK versus SEK	BRC		1.01		6/4/2014		(7,322,000	)		(9,313	)		(1,575	)		7,738
Put - OTC USD versus SEK	DUB		6.20		6/24/2014		(751,500	)		(6,358	)		(4,716	)		1,642

See accompanying notes

29

American Beacon Flexible Bond Fund^SM

Schedule of Investments

February 28, 2014 (Unaudited)

Description	Counterparty	Exercise Price		Expiration Date		Notional Amount			Cost			Fair Value			Unrealized Appreciation (Depreciation)
Put - OTC USD versus KRW	HUB		1,039.00		7/14/2014		(927,000	)	$	(7,360	)	$	(4,404	)	$	2,956
Put - OTC EUR versus USD	BRC		1.30		7/22/2014		(1,565,000	)		(15,072	)		(64	)		15,008
Put - OTC PLN versus SEK	JPM		2.04		8/13/2014		(3,051,000	)		(15,281	)		(8,004	)		7,277
Put - OTC EUR versus USD	DUB		1.30		8/19/2014		(952,000	)		(6,075	)		(6,097	)		(22	)
Put - OTC NOK versus SEK	GST		1.0625		8/19/2014		(3,824,000	)		(8,545	)		(11,877	)		(3,332	)
Put - OTC EUR versus NOK	BRC		8.08		9/2/2014		(1,718,000	)		(19,196	)		(19,182	)		14
Put - OTC EUR versus CZK	UAG		27.05		9/5/2014		(1,763,000	)		(15,710	)		(15,900	)		(190	)
Put - OTC EUR versus CZK	JPM		27.05		9/5/2014		(1,717,000	)		(16,853	)		(15,485	)		1,368
Put - OTC EUR versus CZK	UAG		27.12		12/12/2014		(1,916,250	)		(18,396	)		(26,283	)		(7,887	)
Put - OTC EUR versus CZK	UAG		27.00		12/15/2014		(1,576,500	)		(15,643	)		(21,843	)		(6,201	)
									$	(770,413	)	$	(862,532	)	$	(92,120	)

Options on Exchange-Traded Futures Contracts

Description	Exercise Price		Expiration Date		# of Contracts		Cost			Fair Value			Unrealized Appreciation (Depreciation)
Call - 10-Yr Japan Govt. Bond Future Option		145.500		3/15/2014		3.00	$	(2,939	)	$	(2,948	)	$	(9	)
Call - 10-Yr US Treasury Note Future Option		125.000		3/15/2014		62.00		(20,253	)		(22,281	)		(2,028	)
Call - 10-Yr US Treasury Note Future Option		126.000		3/15/2014		80.00		(34,882	)		(41,250	)		(6,368	)
Put - 10-Yr Japan Govt. Bond Future Option		143.500		3/15/2014		2.00		(1,372	)		(1,376	)		(4	)
Put - 10-Yr US Treasury Note Future Option		122.500		3/15/2014		62.00		(13,471	)		(4,844	)		8,627
Put - 10-Yr US Treasury Note Future Option		121.000		3/15/2014		80.00		(48,575	)		(16,250	)		32,325
Put - Euro Bund April Future Option		140.500		4/15/2014		15.00		(6,000	)		(1,650	)		4,350
Call - Euro Bund April Future Option		144.000		4/15/2014		15.00		(6,750	)		(2,700	)		4,050
Put - Eurodollar Future Option		99.000		12/1/2014		135.00		(14,583	)		(4,219	)		10,364
Call - 3-M Euribor Interest Rate Future		99.625		3/16/2015		18.00		(4,350	)		(6,750	)		(2,400	)
Put - 3-M Euribor Interest Rate Future		98.625		6/15/2015		60.00		(29,250	)		(3,375	)		25,875
Call - Eurodollar Future Option		99.625		9/14/2015		52.00		(9,650	)		(10,725	)		(1,075	)
Put - Eurodollar Future Option		99.000		9/15/2015		40.00		(25,000	)		(20,000	)		5,000
							$	(217,075	)	$	(138,368	)	$	78,707

European Interest Rate Swaptions

Description	Counterparty	Floating Rate Index	Pay/ Receive Floating Rate	Exercise Rate (%)		Expiration Date		Notional Amount(4)		Fair Value			Premiums			Unrealized Appreciation (Depreciation)
Call - IRS GBP	GST	6M GBP-LIBOR	Receive		0.800		5/15/2014		950,000	$	(104	)	$	(4,773	)	$	4,669
Call - IRS ZAR	FBF	3M ZAR-JIBOR	Receive		5.000		6/11/2014		16,095,000		(3	)		(159	)		156
Call - IRS ZAR	BNP	3M ZAR-JIBOR	Receive		5.000		6/17/2014		19,054,000		(4	)		(1,918	)		1,914
Call - IRS ZAR	GST	3M ZAR-JIBOR	Receive		5.000		6/17/2014		26,021,000		(6	)		(1,310	)		1,304
Call - IRS ZAR	GST	3M ZAR-JIBOR	Receive		5.000		6/23/2014		8,673,000		(2	)		(425	)		423
Call - IRS ZAR	JPM	3M ZAR-JIBOR	Receive		6.500		8/8/2014		3,595,500		(90	)		(3,571	)		3,481
Call - IRS MXN	BRC	1M MXN-TIIE	Receive		6.100		9/12/2014		1,912,000		(831	)		(1,850	)		1,019
Call - IRS ZAR	GST	3M ZAR-JIBOR	Receive		5.100		9/12/2014		37,036,000		(82	)		(3,731	)		3,649
Call - IRS ZAR	GST	3M ZAR-JIBOR	Receive		5.100		9/25/2014		37,036,000		(89	)		(3,731	)		3,642
Call - IRS GBP	BRC	6M GBP-LIBOR	Receive		1.000		4/18/2016		1,093,500		(1,514	)		(2,373	)		859
Call - IRS JPY	FBF	6M JPY-LIBOR	Receive		0.400		4/10/2018		980,858,000		(21,725	)		(23,066	)		1,341
Call - IRS JPY	FBF	6M JPY-LIBOR	Receive		0.400		4/11/2018		495,049,500		(10,968	)		(11,985	)		1,017
Call - IRS JPY	FBF	6M JPY-LIBOR	Receive		0.350		5/29/2018		380,000,000		(6,513	)		(3,341	)		(3,172	)
Call - IRS EUR	DUB	6M EUR- EURIBOR	Receive		3.066		9/26/2018		1,149,500		(67,978	)		(50,634	)		(17,344	)
Call - IRS EUR	FBF	6M EUR- EURIBOR	Receive		2.773		2/26/2024		1,152,000		(741	)		(73,369	)		72,628
Put - IRS EUR	JPM	6M EUR- EURIBOR	Pay		0.750		3/3/2014		5,314,500		—			(28,494	)		28,494
Put - IRS EUR	JPM	6M EUR- EURIBOR	Pay		1.025		3/17/2014		2,802,000		(2	)		(22,822	)		22,820
Put - IRS USD	FBF	3M USD-LIBOR	Pay		3.550		4/29/2014		390,500		(54	)		(4,694	)		4,640
Put - IRS USD	DUB	3M USD-LIBOR	Pay		3.220		5/21/2014		2,079,000		(6,337	)		(38,462	)		32,125
Put - IRS USD	BRC	3M USD-LIBOR	Pay		3.220		5/21/2014		2,079,000		(6,337	)		(35,170	)		28,833
Put - IRS USD	FBF	3M USD-LIBOR	Pay		3.080		7/14/2014		7,723,000		(11,746	)		(23,555	)		11,809
Put - IRS USD	BRC	3M USD-LIBOR	Pay		3.080		7/14/2014		3,862,000		(5,874	)		(11,972	)		6,098

See accompanying notes

30

American Beacon Flexible Bond Fund^SM

Schedule of Investments

February 28, 2014 (Unaudited)

Description	Counterparty	Floating Rate Index	Pay/ Receive Floating Rate	Exercise Rate		Expiration Date	Notional Amount(4)		Fair Value			Premiums Paid			Unrealized Appreciation (Depreciation)
Put - IRS JPY	FBF	6M JPY-LIBOR	Pay		1.410	7/31/2014		78,141,000	$	(857	)	$	(1,571	)	$	714
Put - IRS USD	JPM	3M USD-LIBOR	Pay		2.250	8/27/2014		3,267,500		(419	)		(6,651	)		6,232
Put - IRS EUR	DUB	6M EUR-EURIBOR	Pay		0.850	9/24/2014		10,511,000		(12,654	)		(75,342	)		62,688
Put - IRS EUR	DUB	6M EUR-EURIBOR	Pay		0.850	9/24/2014		10,511,000		(12,654	)		(75,342	)		62,688
Put - IRS EUR	FBF	6M EUR-EURIBOR	Pay		0.860	10/2/2014		5,440,500		(6,913	)		(39,225	)		32,312
Put - IRS GBP	GST	6M GBP-LIBOR	Pay		3.030	11/19/2014		2,639,000		(104,544	)		(116,014	)		11,470
Put - IRS GBP	BRC	6M GBP-LIBOR	Pay		3.500	1/23/2015		751,250		(16,356	)		(20,864	)		4,508
Put - IRS GBP	DUB	6M GBP-LIBOR	Pay		3.500	1/30/2015		751,250		(16,912	)		(15,433	)		(1,479	)
Put - IRS GBP	FBF	6M GBP-LIBOR	Pay		2.430	2/18/2015		3,661,500		(42,231	)		(47,995	)		5,764
Put - IRS GBP	FBF	6M GBP-LIBOR	Pay		2.370	2/19/2015		3,661,500		(64,249	)		(46,815	)		(17,434	)
Put - IRS USD	FBF	3M USD-LIBOR	Pay		4.500	6/8/2015		583,000		(15,583	)		(18,365	)		2,782
Put - IRS USD	FBF	3M USD-LIBOR	Pay		4.500	6/8/2015		399,000		(10,665	)		(12,768	)		2,103
Put - IRS USD	FBF	3M USD-LIBOR	Pay		4.600	7/1/2015		418,500		(9,825	)		(11,927	)		2,102
Put - IRS USD	FBF	3M USD-LIBOR	Pay		5.050	8/24/2015		2,019,500		(3,897	)		(16,659	)		12,762
Put - IRS USD	FBF	3M USD-LIBOR	Pay		4.500	9/25/2015		700,500		(20,911	)		(31,943	)		11,032
Put - IRS USD	DUB	3M USD-LIBOR	Pay		5.265	1/7/2016		741,500		(7,494	)		(16,313	)		8,819
Put - IRS USD	FBF	3M USD-LIBOR	Pay		2.750	1/19/2016		3,805,500		(20,033	)		(28,199	)		8,166
Put - IRS GBP	DUB	6M GBP-LIBOR	Pay		4.000	9/26/2017		2,803,000		(99,416	)		(103,173	)		3,757
Put - IRS GBP	DUB	6M GBP-LIBOR	Pay		4.000	9/26/2017		701,000		(24,863	)		(26,125	)		1,262
Put - IRS EUR	DUB	6M EUR-EURIBOR	Pay		3.066	9/26/2018		1,149,500		(38,261	)		(50,634	)		12,373
Put - IRS USD	DUB	3M USD-LIBOR	Pay		5.045	2/12/2019		4,152,000		(88,758	)		(98,857	)		10,099
Put - IRS JPY	BRC	6M JPY-LIBOR	Pay		5.000	2/13/2019		244,422,000		(20,277	)		(33,300	)		13,023
Put - IRS JPY	BRC	6M JPY-LIBOR	Pay		5.000	2/13/2019		249,379,000		(341	)		(34,029	)		33,688
Put - IRS JPY	FBF	6M JPY-LIBOR	Pay		1.000	2/20/2019		585,847,500		(42,645	)		(41,298	)		(1,347	)
Put - IRS JPY	BRC	6M JPY-LIBOR	Pay		1.000	2/20/2019		439,385,500		(31,984	)		(32,262	)		278
Put - IRS JPY	BRC	6M JPY-LIBOR	Pay		1.000	2/20/2019		146,462,000		(10,117	)		(10,933	)		816
Put - IRS EUR	DUB	6M EUR-EURIBOR	Pay		3.760	12/16/2020		1,905,000		(65,371	)		(79,522	)		14,151
Put - IRS EUR	FBF	6M EUR-EURIBOR	Pay		3.824	1/21/2021		3,140,500		(105,492	)		(121,229	)		15,737
Put - IRS EUR	DUB	6M EUR-EURIBOR	Pay		4.180	12/18/2023		1,957,000		(67,455	)		(76,468	)		9,013
Put - IRS EUR	DUB	6M EUR-EURIBOR	Pay		4.190	12/18/2023		1,957,000		(67,152	)		(75,523	)		8,371
									$	(1,169,329	)	$	(1,716,184	)	$	546,855

European Style Credit Default Swaptions

Description	Counterparty	Floating Rate Index		Pay/Receive Floating Rate		Exercise Rate (%)		Expiration Date		Notional Amount(4)			Fair Value			Premiums			Unrealized Appreciation (Depreciation)
Call - CDS EUR ITRAXX	CBK		6M EUR- EURIBOR		Receive		0.650		4/3/2014		(4,400,000	)	$	(2,001	)	$	(1,504	)	$	(497	)
													$	(2,001	)	$	(1,504	)	$	(497	)

Forward Currency Contracts Open at February 28, 2014:

Type	Currency	Principal Amount Covered by Contract		Settlement Date		Counterparty	Unrealized Appreciation		Unrealized (Depreciation)			Net Unrealized Appreciation (Depreciation)
Buy	AUD		1,097,000		3/4/2014	BRC	$	—	$	(10	)	$	(10	)
Sell	AUD		204,000		3/4/2014	CBK		—		(244	)		(244	)
Sell	AUD		1,125,000		3/4/2014	BRC		—		(15,436	)		(15,436	)
Buy	AUD		689,500		4/2/2014	FBF		12,211		—			12,211
Buy	AUD		114,000		4/2/2014	BOA		—		(1,164	)		(1,164	)
Sell	AUD		689,500		4/2/2014	FBF		—		(1,710	)		(1,710	)
Sell	AUD		357,500		5/7/2014	HUB		17,852		—			17,852
Buy	AUD		2,460,000		5/12/2014	HUS		—		(4,370	)		(4,370	)

See accompanying notes

31

American Beacon Flexible Bond Fund^SM

Schedule of Investments

February 28, 2014 (Unaudited)

Type	Currency	Principal Amount Covered by Contract		Settlement Date		Counterparty	Unrealized Appreciation		Unrealized (Depreciation)			Net Unrealized Appreciation (Depreciation)
Buy	AUD		2,700,000		5/12/2014	HUS	$	—	$	(8,954	)	$	(8,954	)
Sell	AUD		3,104,000		5/12/2014	HUS		—		(8,190	)		(8,190	)
Buy	AUD		511,030		5/15/2014	BRC		—		(4,142	)		(4,142	)
Buy	AUD		335,000		5/15/2014	BRC		—		(2,715	)		(2,715	)
Sell	AUD		256,714		5/15/2014	BRC		1,945		—			1,945
Sell	AUD		255,577		5/15/2014	BRC		2,553		—			2,553
Buy	AUD		315,275		5/20/2014	DUB		—		(3,115	)		(3,115	)
Buy	AUD		425,622		5/20/2014	DUB		—		(155	)		(155	)
Buy	AUD		317,111		5/20/2014	DUB		—		(1,485	)		(1,485	)
Sell	AUD		317,090		5/20/2014	DUB		1,504		—			1,504
Sell	AUD		527,049		5/20/2014	DUB		4,113		—			4,113
Buy	AUD		417,000		7/31/2014	BRC		1,032		—			1,032
Sell	BGN		770,000		11/28/2014	HUB		—		(10,979	)		(10,979	)
Buy	BRL		2,209,944		3/6/2014	BCC		25,898		—			25,898
Buy	BRL		2,188,982		3/6/2014	CBK		20,350		—			20,350
Buy	BRL		804,625		3/6/2014	BCC		4,371		—			4,371
Buy	BRL		1,794,077		3/6/2014	FBF		—		(3,722	)		(3,722	)
Buy	BRL		394,906		3/6/2014	BCC		—		(819	)		(819	)
Sell	BRL		1,794,077		3/6/2014	FBF		—		(13,338	)		(13,338	)
Sell	BRL		3,409,475		3/6/2014	BCC		—		(29,438	)		(29,438	)
Sell	BRL		2,188,982		3/6/2014	CBK		4,541		—			4,541
Sell	BRL		2,209,944		4/2/2014	BCC		—		(25,802	)		(25,802	)
Sell	BRL		2,188,982		4/2/2014	CBK		—		(20,257	)		(20,257	)
Sell	BRL		804,625		4/2/2014	BCC		—		(4,340	)		(4,340	)
Sell	BRL		3,707,973		4/11/2014	CBK		—		(45,349	)		(45,349	)
Sell	BRL		887,623		5/5/2014	FBF		—		(6,752	)		(6,752	)
Sell	BRL		464,791		5/5/2014	DUB		—		(2,686	)		(2,686	)
Sell	BRL		465,273		5/5/2014	BRC		—		(2,888	)		(2,888	)
Buy	BRL		741,787		5/20/2014	BRC		798		—			798
Buy	BRL		587,760		5/20/2014	GST		5,788		—			5,788
Sell	BRL		940,570		5/20/2014	GST		1,376		—			1,376
Buy	BRL		899,513		9/3/2014	CBK		13,168		—			13,168
Sell	BRL		899,513		9/3/2014	GLM		—		(13,168	)		(13,168	)
Sell	BRL		926,000		11/10/2014	HUB		3,633		—			3,633
Buy	BRL		60,476		12/4/2014	JPM		—		(1,975	)		(1,975	)
Sell	BRL		60,476		12/4/2014	GST		1,975		—			1,975
Buy	CAD		525,000		3/20/2014	BRC		1,192		—			1,192
Buy	CAD		1,038,000		3/20/2014	GLM		7,637		—			7,637
Sell	CAD		527,000		3/20/2014	CBK		—		(3,627	)		(3,627	)
Sell	CAD		1,049,000		3/20/2014	CBK		41,427		—			41,427
Buy	CAD		5,060,000		4/10/2014	HUS		23,774		—			23,774
Sell	CAD		5,060,000		4/10/2014	HUS		135,366		—			135,366
Buy	CAD		504,000		4/11/2014	DUB		2,704		—			2,704
Sell	CAD		229,500		4/11/2014	DUB		564		—			564
Sell	CAD		274,500		4/11/2014	CBK		88		—			88
Buy	CAD		573,146		4/24/2014	BRC		—		(6,976	)		(6,976	)
Sell	CAD		574,622		4/24/2014	BRC		3,661		—			3,661
Buy	CAD		550,796		5/15/2014	DUB		—		(6,148	)		(6,148	)
Buy	CAD		556,472		5/15/2014	BRC		—		(2,530	)		(2,530	)
Buy	CAD		404,702		5/15/2014	DUB		—		(146	)		(146	)
Sell	CAD		550,796		5/15/2014	DUB		5,129		—			5,129
Sell	CAD		404,794		5/15/2014	DUB		63		—			63
Buy	CAD		610,474		2/25/2019	DUB		—		(6,643	)		(6,643	)
Sell	CHF		13,170,000		4/25/2014	CBK		—		(434,752	)		(434,752	)
Sell	CHF		1,804,000		5/13/2014	BRC		—		(50,445	)		(50,445	)
Buy	CLP		99,019,900		3/3/2014	GST		—		(8,353	)		(8,353	)
Buy	CLP		99,019,900		3/3/2014	GST		1,368		—			1,368
Sell	CLP		99,019,900		3/3/2014	GST		—		(1,368	)		(1,368	)
Sell	CLP		99,019,900		3/3/2014	GST		531		—			531
Buy	CLP		656,000,000		3/12/2014	HUS		—		(59,864	)		(59,864	)
Sell	CLP		70,000,000		3/12/2014	HUS		6,245		—			6,245
Sell	CLP		420,751,500		4/11/2014	UAG		37,564		—			37,564
Buy	CLP		193,253,000		5/15/2014	FBF		—		(3,565	)		(3,565	)
Buy	CLP		99,019,900		5/15/2014	GST		—		(530	)		(530	)

See accompanying notes

32

American Beacon Flexible Bond Fund^SM

Schedule of Investments

February 28, 2014 (Unaudited)

Type	Currency	Principal Amount Covered by Contract		Settlement Date		Counterparty	Unrealized Appreciation		Unrealized (Depreciation)			Net Unrealized Appreciation (Depreciation)
Buy	CLP		96,179,500		5/15/2014	DUB	$	—	$	(1,821	)	$	(1,821	)
Buy	CLP		166,565,875		5/20/2014	DUB		—		(5,410	)		(5,410	)
Buy	CLP		214,417,665		5/20/2014	DUB		2,509		—			2,509
Sell	CLP		275,914,590		5/20/2014	GST		358		—			358
Buy	CLP		1,174,000,000		6/6/2014	HUS		4,296		—			4,296
Buy	CLP		683,000,000		6/13/2014	HUS		—		(7,580	)		(7,580	)
Sell	CNY		10,118,264		4/22/2014	GLM		1,477		—			1,477
Sell	CNY		1,128,656		4/22/2014	BOA		225		—			225
Buy	CNY		843,500		4/7/2016	CBK		—		(2,886	)		(2,886	)
Sell	CNY		843,500		4/7/2016	BCC		—		(5,993	)		(5,993	)
Sell	CZK		89,600,000		5/6/2014	HUS		—		(135,676	)		(135,676	)
Buy	CZK		19,190,318		5/15/2014	BRC		20,447		—			20,447
Buy	DKK		518,500		3/4/2014	FBF		1,034		—			1,034
Sell	DKK		518,500		3/4/2014	FBF		—		(1,220	)		(1,220	)
Sell	DKK		518,500		6/3/2014	FBF		—		(1,036	)		(1,036	)
Buy	EUR		246,000		3/4/2014	BRC		4,196		—			4,196
Buy	EUR		12,000		3/4/2014	BRC		161		—			161
Buy	EUR		2,739,500		3/4/2014	BRC		40,546		—			40,546
Buy	EUR		146,000		3/4/2014	FBF		2,093		—			2,093
Sell	EUR		235,000		3/4/2014	BRC		—		(8,834	)		(8,834	)
Sell	EUR		458,000		3/4/2014	BRC		—		(7,529	)		(7,529	)
Sell	EUR		792,000		3/4/2014	BRC		—		(14,890	)		(14,890	)
Sell	EUR		106,000		3/4/2014	BRC		—		(1,298	)		(1,298	)
Sell	EUR		202,500		3/4/2014	BRC		—		(2,716	)		(2,716	)
Sell	EUR		563,000		3/4/2014	BRC		—		(6,373	)		(6,373	)
Sell	EUR		116,000		3/4/2014	BRC		—		(2,443	)		(2,443	)
Sell	EUR		525,000		3/4/2014	BRC		—		(6,974	)		(6,974	)
Sell	EUR		127,000		3/4/2014	BRC		—		(3,584	)		(3,584	)
Buy	EUR		77,000		3/11/2014	DUB		2,591		—			2,591
Sell	EUR		77,000		3/11/2014	DUB		—		(3,051	)		(3,051	)
Sell	EUR		45,000		3/18/2014	BRC		—		(482	)		(482	)
Sell	EUR		159,000		3/18/2014	JPM		—		(2,591	)		(2,591	)
Sell	EUR		93,000		3/18/2014	BRC		—		(727	)		(727	)
Sell	EUR		87,000		3/18/2014	FBF		—		(1,184	)		(1,184	)
Sell	EUR		607,500		3/18/2014	JPM		—		(4,673	)		(4,673	)
Sell	EUR		36,500		3/18/2014	BRC		—		(769	)		(769	)
Buy	EUR		50,500		4/2/2014	FBF		1,014		—			1,014
Buy	EUR		157,500		4/2/2014	FBF		2,524		—			2,524
Buy	EUR		101,000		4/2/2014	FBF		1,314		—			1,314
Buy	EUR		276,500		4/2/2014	FBF		7,829		—			7,829
Buy	EUR		50,500		4/2/2014	FBF		487		—			487
Sell	EUR		2,358,000		4/2/2014	FBF		—		(7,822	)		(7,822	)
Sell	EUR		125,500		4/2/2014	FBF		—		(1,617	)		(1,617	)
Sell	EUR		12,000		4/2/2014	CBK		—		(12	)		(12	)
Sell	EUR		232,000		4/4/2014	BRC		—		(3,653	)		(3,653	)
Buy	EUR		673,000		4/11/2014	BRC		12,735		—			12,735
Sell	EUR		516,000		4/11/2014	FBF		—		(6,803	)		(6,803	)
Sell	EUR		103,500		4/11/2014	UAG		—		(1,958	)		(1,958	)
Sell	EUR		144,000		4/11/2014	JPM		—		(283	)		(283	)
Sell	EUR		191,500		4/11/2014	BRC		—		(738	)		(738	)
Buy	EUR		385,000		4/24/2014	BRC		9,443		—			9,443
Buy	EUR		216,500		4/24/2014	JPM		2,626		—			2,626
Buy	EUR		47,500		4/24/2014	JPM		—		(42	)		(42	)
Buy	EUR		756,000		4/24/2014	BRC		9,168		—			9,168
Buy	EUR		271,500		4/24/2014	DUB		3,292		—			3,292
Buy	EUR		214,500		4/24/2014	BRC		2,601		—			2,601
Buy	EUR		215,000		4/24/2014	DUB		2,607		—			2,607
Sell	EUR		385,000		4/24/2014	BRC		—		(7,460	)		(7,460	)
Sell	EUR		1,721,000		4/24/2014	DUB		—		(16,705	)		(16,705	)
Buy	EUR		9,000		5/7/2014	JPM		89		—			89
Buy	EUR		110,500		5/7/2014	JPM		3,137		—			3,137
Buy	EUR		1,330,000		5/7/2014	HUS		38,872		—			38,872
Sell	EUR		56,000		5/7/2014	FBF		—		(519	)		(519	)

See accompanying notes

33

American Beacon Flexible Bond Fund^SM

Schedule of Investments

February 28, 2014 (Unaudited)

Type	Currency	Principal Amount Covered by Contract		Settlement Date		Counterparty	Unrealized Appreciation		Unrealized (Depreciation)			Net Unrealized Appreciation (Depreciation)
Sell	EUR		1,668,500		5/7/2014	CBK	$	—	$	(51,376	)	$	(51,376	)
Sell	EUR		15,640,000		5/7/2014	CBK		—		(457,966	)		(457,966	)
Buy	EUR		167,500		5/15/2014	BRC		1,279		—			1,279
Buy	EUR		167,500		5/15/2014	BRC		1,681		—			1,681
Buy	EUR		365,000		5/15/2014	DUB		2,112		—			2,112
Buy	EUR		335,000		5/15/2014	DUB		7,181		—			7,181
Buy	EUR		154,500		5/15/2014	DUB		1,180		—			1,180
Buy	EUR		335,000		5/15/2014	FBF		6,813		—			6,813
Buy	EUR		364,500		5/15/2014	DUB		10,561		—			10,561
Sell	EUR		335,000		5/15/2014	BRC		—		(4,437	)		(4,437	)
Sell	EUR		365,000		5/15/2014	DUB		—		(1,093	)		(1,093	)
Sell	EUR		365,000		5/15/2014	BRC		406		—			406
Sell	EUR		697,500		5/15/2014	BRC		—		(13,202	)		(13,202	)
Sell	EUR		335,000		5/15/2014	DUB		—		(6,534	)		(6,534	)
Sell	EUR		365,000		5/15/2014	DUB		—		(4,126	)		(4,126	)
Sell	EUR		250,000		5/15/2014	DUB		—		(2,591	)		(2,591	)
Sell	EUR		618,250		5/15/2014	BRC		—		(669	)		(669	)
Sell	EUR		182,500		5/15/2014	DUB		—		(4,457	)		(4,457	)
Sell	EUR		335,000		5/15/2014	DUB		—		(5,134	)		(5,134	)
Sell	EUR		364,500		5/15/2014	DUB		—		(6,838	)		(6,838	)
Sell	EUR		225,000		5/21/2014	CBK		—		(3,558	)		(3,558	)
Sell	EUR		214,500		5/21/2014	DUB		—		(3,352	)		(3,352	)
Sell	EUR		2,777,000		6/3/2014	BRC		—		(41,004	)		(41,004	)
Buy	EUR		392,089		11/28/2014	HUB		11,043		—			11,043
Sell	EUR		365,000		2/20/2019	BRC		—		(1,893	)		(1,893	)
Sell	EUR		382,000		2/25/2019	DUB		—		(982	)		(982	)
Buy	GBP		220,000		3/5/2014	DUB		2,361		—			2,361
Sell	GBP		183,000		3/5/2014	DUB		—		(153	)		(153	)
Sell	GBP		110,000		3/5/2014	DUB		—		(116	)		(116	)
Sell	GBP		110,000		3/5/2014	DUB		49		—			49
Sell	GBP		220,000		3/5/2014	DUB		—		(576	)		(576	)
Sell	GBP		110,000		3/5/2014	DUB		159		—			159
Sell	GBP		549,000		3/5/2014	DUB		—		(962	)		(962	)
Sell	GBP		79,000		3/12/2014	BRC		—		(3,278	)		(3,278	)
Sell	GBP		60,000		3/12/2014	BRC		—		(2,295	)		(2,295	)
Sell	GBP		63,000		3/12/2014	DUB		—		(2,003	)		(2,003	)
Buy	GBP		158,500		3/18/2014	FBF		3,230		—			3,230
Buy	GBP		107,500		3/18/2014	JPM		704		—			704
Sell	GBP		242,500		3/18/2014	BRC		—		(7,196	)		(7,196	)
Sell	GBP		38,500		3/18/2014	FBF		—		(1,533	)		(1,533	)
Sell	GBP		165,500		3/18/2014	FBF		—		(3,373	)		(3,373	)
Sell	GBP		321,000		3/18/2014	JPM		—		(11,769	)		(11,769	)
Sell	GBP		157,000		3/18/2014	BRC		—		(1,116	)		(1,116	)
Sell	GBP		218,000		3/18/2014	BRC		—		(7,926	)		(7,926	)
Sell	GBP		110,000		3/18/2014	BRC		—		(4,588	)		(4,588	)
Sell	GBP		54,000		3/18/2014	BRC		—		(1,867	)		(1,867	)
Sell	GBP		104,500		3/18/2014	BRC		—		(79	)		(79	)
Sell	GBP		2,414,000		4/2/2014	FBF		—		(106,009	)		(106,009	)
Sell	GBP		295,000		4/4/2014	BRC		—		(14,008	)		(14,008	)
Sell	GBP		106,500		4/11/2014	JPM		—		(3,423	)		(3,423	)
Sell	GBP		187,500		4/11/2014	JPM		—		(6,026	)		(6,026	)
Sell	GBP		333,000		5/7/2014	CBK		—		(9,998	)		(9,998	)
Buy	GBP		279,216		5/15/2014	DUB		11,450		—			11,450
Buy	GBP		300,351		5/15/2014	DUB		3,006		—			3,006
Sell	GBP		277,200		5/15/2014	DUB		—		(8,724	)		(8,724	)
Sell	GBP		1,233,500		5/15/2014	FBF		—		(57,536	)		(57,536	)
Sell	GBP		162,000		5/21/2014	DUB		—		(7,222	)		(7,222	)
Buy	HUF		77,253,750		5/15/2014	DUB		92		—			92
Buy	HUF		62,673,416		5/20/2014	DUB		838		—			838
Buy	HUF		77,991,112		5/20/2014	DUB		4,144		—			4,144
Sell	HUF		101,420,879		5/20/2014	JPM		—		(1,810	)		(1,810	)
Buy	IDR		22,660,000,000		4/24/2014	JPM		62,993		—			62,993
Buy	INR		294,000,000		5/16/2014	HUS		—		(18,073	)		(18,073	)
Buy	INR		21,206,955		5/21/2014	UAG		85		—			85

See accompanying notes

34

American Beacon Flexible Bond Fund^SM

Schedule of Investments

February 28, 2014 (Unaudited)

Type		Currency	Principal Amount Covered by Contract		Settlement Date		Counterparty	Unrealized Appreciation		Unrealized (Depreciation)			Net Unrealized Appreciation (Depreciation)
Buy		INR		13,524,092		5/21/2014	DUB	$	—	$	(591	)	$	(591	)
Buy		INR		13,734,000		5/21/2014	JPM		—		(669	)		(669	)
Buy		INR		10,567,760		5/21/2014	DUB		227		—			227
Buy		INR		10,664,365		5/21/2014	GST		256		—			256
Sell		INR		14,380,485		5/21/2014	GST		—		(1,061	)		(1,061	)
Sell		INR		21,270,700		5/21/2014	UAG		—		(1,094	)		(1,094	)
Sell		INR		11,124,256		5/21/2014	DUB		767		—			767
Sell		INR		9,343,620		5/21/2014	JPM		644		—			644
Buy		JPY		101,300,000		3/7/2014	JPM		29,056		—			29,056
Sell		JPY		2,858,300,000		3/7/2014	CBK		—		(214,050	)		(214,050	)
Buy		JPY		15,985,970		4/11/2014	DUB		1,202		—			1,202
Sell		JPY		15,632,749		4/11/2014	BRC		710		—			710
Buy		JPY		66,175,508		4/24/2014	JPM		1,540		—			1,540
Sell		JPY		66,158,898		4/24/2014	JPM		1,601		—			1,601
Buy		JPY		66,158,898		5/7/2014	DUB		1,584		—			1,584
Sell		JPY		66,110,137		5/7/2014	JPM		2,036		—			2,036
Sell		JPY		10,300,000		5/7/2014	FBF		—		(367	)		(367	)
Sell		JPY		12,900,000		5/13/2014	CBK		—		(302	)		(302	)
Buy		KRW		2,090,606,400		4/22/2014	DUB		—		(3,539	)		(3,539	)
Sell		KRW		129,055,500		4/22/2014	CBK		—		(1,558	)		(1,558	)
Sell		KRW		182,400,500		5/15/2014	DUB		—		(1,434	)		(1,434	)
Sell		KRW		195,657,000		5/15/2014	GST		1,701		—			1,701
Buy		KRW		399,139,650		5/20/2014	BRC		1,808		—			1,808
Buy		KRW		239,334,975		5/20/2014	DUB		—		(254	)		(254	)
Buy		KRW		304,053,750		5/20/2014	GST		114		—			114
Buy		KRW		301,219,170		5/20/2014	DUB		270		—			270
Buy		KRW		240,952,500		5/20/2014	GST		—		(245	)		(245	)
Buy		KRW		169,379,450		5/20/2014	JPM		993		—			993
Buy	��	KRW		233,646,800		5/20/2014	BRC		1,440		—			1,440
Sell		KRW		169,622,800		5/20/2014	JPM		—		(1,220	)		(1,220	)
Sell		KRW		399,361,950		5/20/2014	FBF		—		(2,016	)		(2,016	)
Sell		KRW		233,036,270		5/20/2014	BRC		—		(871	)		(871	)
Sell		KRW		313,384,500		5/20/2014	JPM		182		—			182
Sell		KRW		310,648,000		5/20/2014	BRC		235		—			235
Sell		KRW		158,763,200		5/20/2014	DUB		9		—			9
Buy		MXN		2,588,000		3/6/2014	GLM		1,229		—			1,229
Buy		MXN		3,117,000		3/6/2014	CBK		1,171		—			1,171
Buy		MXN		587,920		3/6/2014	GLM		—		(105	)		(105	)
Sell		MXN		6,616,920		3/6/2014	GLM		9,381		—			9,381
Sell		MXN		176,000		3/6/2014	CBK		—		(8	)		(8	)
Sell		MXN		18,349,933		3/13/2014	FBF		36,351		—			36,351
Buy		MXN		2,785,614		4/11/2014	DUB		1,821		—			1,821
Buy		MXN		3,323,951		4/11/2014	CBK		2,173		—			2,173
Buy		MXN		13,196,420		4/11/2014	BRC		—		(7,741	)		(7,741	)
Sell		MXN		6,073,099		4/11/2014	DUB		—		(4,607	)		(4,607	)
Sell		MXN		5,147,450		4/11/2014	BRC		—		(2,045	)		(2,045	)
Sell		MXN		3,097,000		4/11/2014	BRC		1,817		—			1,817
Buy		MXN		11,229,516		5/15/2014	DUB		—		(1,284	)		(1,284	)
Buy		MXN		6,923,691		5/15/2014	JPM		—		(1,222	)		(1,222	)
Buy		MXN		5,013,521		5/20/2014	JPM		2,081		—			2,081
Buy		MXN		2,646,915		5/20/2014	JPM		449		—			449
Buy		MXN		3,856,028		5/20/2014	DUB		—		(900	)		(900	)
Sell		MXN		2,654,584		5/20/2014	JPM		—		(1,023	)		(1,023	)
Sell		MXN		6,370,483		5/20/2014	JPM		—		(717	)		(717	)
Sell		MXN		1,180,349		6/12/2014	CBK		—		(520	)		(520	)
Sell		MXN		587,920		6/25/2014	GLM		115		—			115
Sell		NOK		400,000		4/11/2014	BRC		—		(1,696	)		(1,696	)
Sell		NOK		400,000		4/11/2014	BRC		—		(1,696	)		(1,696	)
Buy		NOK		14,439,216		4/24/2014	DUB		42,401		—			42,401
Sell		NOK		1,795,261		4/24/2014	JPM		—		(2,336	)		(2,336	)
Sell		NOK		393,189		4/24/2014	JPM		220		—			220
Sell		NOK		6,267,618		4/24/2014	BRC		—		(7,945	)		(7,945	)
Sell		NOK		2,251,034		4/24/2014	DUB		—		(2,880	)		(2,880	)

See accompanying notes

35

American Beacon Flexible Bond Fund^SM

Schedule of Investments

February 28, 2014 (Unaudited)

Type	Currency	Principal Amount Covered by Contract		Settlement Date		Counterparty	Unrealized Appreciation		Unrealized (Depreciation)			Net Unrealized Appreciation (Depreciation)
Sell	NOK		1,781,530		4/24/2014	BRC	$	—	$	(2,789	)	$	(2,789	)
Sell	NOK		1,783,447		4/24/2014	DUB		—		(2,424	)		(2,424	)
Buy	NOK		5,157,386		5/15/2014	BRC		4,268		—			4,268
Buy	NOK		1,544,755		5/15/2014	DUB		9,234		—			9,234
Buy	NOK		2,832,623		5/15/2014	DUB		13,412		—			13,412
Buy	NOK		8,731,500		5/15/2014	DUB		41,343		—			41,343
Sell	NOK		1,284,050		5/15/2014	DUB		—		(1,286	)		(1,286	)
Sell	NOK		1,119,500		5/15/2014	HUB		—		(1,596	)		(1,596	)
Sell	NOK		1,340,000		5/15/2014	DUB		—		(1,087	)		(1,087	)
Sell	NZD		10,030,000		3/17/2014	CBK		—		(2,981	)		(2,981	)
Buy	NZD		806,000		4/24/2014	JPM		21,326		—			21,326
Sell	NZD		806,000		4/24/2014	JPM		—		(24,303	)		(24,303	)
Buy	NZD		806,000		5/7/2014	JPM		20,645		—			20,645
Sell	NZD		806,000		5/7/2014	DUB		—		(23,786	)		(23,786	)
Buy	NZD		611,200		5/15/2014	DUB		7,132		—			7,132
Sell	NZD		363,856		5/15/2014	BRC		—		(3,181	)		(3,181	)
Sell	NZD		183,000		5/15/2014	BRC		—		(2,966	)		(2,966	)
Sell	NZD		268,000		5/15/2014	FBF		667		—			667
Buy	NZD		499,036		5/20/2014	DUB		2,939		—			2,939
Buy	NZD		381,892		5/20/2014	DUB		2,301		—			2,301
Buy	NZD		383,830		5/20/2014	DUB		3,916		—			3,916
Buy	NZD		266,014		5/20/2014	DUB		2,718		—			2,718
Sell	NZD		265,876		5/20/2014	DUB		—		(2,603	)		(2,603	)
Sell	NZD		630,987		5/20/2014	DUB		—		(3,417	)		(3,417	)
Sell	NZD		383,761		5/20/2014	DUB		—		(3,859	)		(3,859	)
Sell	NZD		456,281		7/31/2014	BRC		—		(10,523	)		(10,523	)
Buy	PHP		14,818,000		5/15/2014	BRC		2,868		—			2,868
Buy	PHP		22,098,500		5/15/2014	UAG		4,309		—			4,309
Buy	PHP		7,779,090		5/15/2014	UAG		—		(2,102	)		(2,102	)
Sell	PLN		12,080,000		4/25/2014	CBK		—		(84,468	)		(84,468	)
Buy	PLN		307,289		5/15/2014	BRC		992		—			992
Sell	PLN		1,410,550		5/15/2014	FBF		—		(10,296	)		(10,296	)
Sell	PLN		675,668		5/15/2014	BRC		—		(4,661	)		(4,661	)
Sell	PLN		1,554,836		5/15/2014	DUB		—		(11,035	)		(11,035	)
Sell	PLN		2,608,355		5/15/2014	BRC		—		(17,993	)		(17,993	)
Sell	PLN		965,390		5/15/2014	DUB		—		(6,851	)		(6,851	)
Buy	PLN		1,149,102		5/20/2014	DUB		1,909		—			1,909
Buy	PLN		1,493,808		5/20/2014	DUB		7,423		—			7,423
Buy	PLN		222,505		5/20/2014	JPM		967		—			967
Sell	PLN		222,073		5/20/2014	JPM		—		(824	)		(824	)
Sell	PLN		1,889,286		5/20/2014	JPM		—		(3,401	)		(3,401	)
Buy	SEK		1,508,108		5/13/2014	JPM		4,446		—			4,446
Buy	SEK		2,475,942		5/13/2014	BRC		4,474		—			4,474
Sell	SEK		2,941,931		5/13/2014	BRC		—		(820	)		(820	)
Buy	SEK		1,195,279		5/15/2014	HUB		1,783		—			1,783
Buy	SEK		1,431,422		5/15/2014	DUB		1,422		—			1,422
Sell	SEK		9,127,910		5/15/2014	DUB		—		(12,482	)		(12,482	)
Sell	SEK		3,382,886		5/15/2014	BRC		—		(6,499	)		(6,499	)
Sell	SGD		250,500		5/7/2014	CBK		—		(1,493	)		(1,493	)
Buy	TRY		350,000		4/11/2014	BRC		2,151		—			2,151
Sell	TRY		350,000		4/11/2014	DUB		—		(592	)		(592	)
Buy	TRY		469,971		5/20/2014	DUB		—		(2,299	)		(2,299	)
Buy	TRY		583,863		5/20/2014	DUB		3,235		—			3,235
Sell	TRY		762,185		5/20/2014	DUB		557		—			557
Buy	ZAR		2,183,386		4/11/2014	JPM		3,115		—			3,115
Buy	ZAR		2,899,628		4/11/2014	BRC		4,137		—			4,137
Buy	ZAR		5,067,708		4/11/2014	BRC		16,399		—			16,399
Sell	ZAR		9,893,773		4/11/2014	BRC		2,702		—			2,702
Sell	ZAR		4,069,258		4/11/2014	BRC		9,288		—			9,288
Buy	ZAR		978,141		4/24/2014	DUB		—		(2,376	)		(2,376	)
Buy	ZAR		2,120,830		5/5/2014	DUB		2,569		—			2,569
Buy	ZAR		2,119,310		5/5/2014	BRC		2,429		—			2,429
Buy	ZAR		2,467,187		5/15/2014	FBF		2,412		—			2,412
Buy	ZAR		2,298,258		5/20/2014	DUB		2,355		—			2,355

See accompanying notes

36

American Beacon Flexible Bond Fund^SM

Schedule of Investments

February 28, 2014 (Unaudited)

Type	Currency	Principal Amount Covered by Contract		Settlement Date		Counterparty	Unrealized Appreciation		Unrealized (Depreciation)			Net Unrealized Appreciation (Depreciation)
Buy	ZAR		2,805,901		5/20/2014	DUB	$	1,229	$	—		$	1,229
Sell	ZAR		3,663,088		5/20/2014	DUB		528		—			528
							$	1,058,643	$	(2,507,362	)	$	(1,448,719	)

Short Sales open at February 28, 2014:

Description	Coupon			Maturity Date		Principal Amount			Proceeds		Market Value
Goldman Cash Collateral		1.0000	%		12/31/2030	$	(350,000	)	$	—	$	(350,000	)
Morgan Stanley Cash Collateral		1.0000	%		12/31/2030		(100,000	)		—		(100,000	)
Federal National Mortgage Association		5.5000	%		12/1/2099		(8,000,000	)		—		(8,832,500	)
						$	(8,450,000	)	$	—	$	(9,282,500	)

Glossary:

Counterparty Abbreviations:

BCC	Barclays Capital	DUB	Deutsche Bank AG	HUB	HSBC Bank PLC London
BNP	BNP Paribas London	FBF	Credit Suisse International	HUS	HSBC Bank USA
BRC	Barclays Bank PLC	GFX	Credit Suisse London Bank	JPM	JPMorgan Chase Bank, N.A.
BOA	Bank of America, N.A.	GLM	Goldman Sachs Bank USA	MSC	Morgan Stanley Capital Services, Inc.
CBK	Citibank, N.A.	GST	Goldman Sachs International	UAG	UBS AG
				UBS	UBS AG London

Currency Abbreviations:

AUD	Australian Dollar	IDR	Indonesia Rupiah	PLN	Polish Zolty
BRL	Brazilian Real	ILS	Israeli Shekel	RUB	New Russian Ruble
CAD	Canadian Dollar	INR	Indian Rupee	RON	New Romanian Leu
CHF	Swiss Franc	JPY	Japanese Yen	SEK	Swedish Krona
CLP	Chilean Peco	KRW	South Korean Won	SGD	Singapore Dollar
CNY	Chinese Renminbi	MXN	Mexican Peso	TRY	Turkish New Lira
CZK	Czech Koruna	MYR	Malaysian Ringgit	TWD	Taiwanese Dollar
EUR	Euro	NOK	Norwegian Krone	USD	United States Dollar
GBP	British Pound	NZD	New Zealand Dollar	ZAR	South African Rand
HKD	Hong Kong Dollar	PHP	Philippine Peso

Index Abbreviations:

CDX.IG Credit Derivatives Index - Investment Grade iTraxx Markit iTraxx Europe

Exchange Abbreviations:

CME	Chicago Mercantile Exchange	OTC	Over-the-Counter
OMX	Stock Exchange in Nordic and Baltic Europe

Other Abbreviations:

3M	3-Month	EURIBOR	Euro Interbank Offered Rate	JIBOR	Johannesburg Interbank Average Rate
BBSW	Bank-Bill Swap Reference Rate	IRS	Interest Rate Swap	NIBOR	Norwegian Interbank Offered Rate
CDI	Brazil Interbank Deposit Rate	LIBOR	London Interbank Offer Rate	TIIE	Interbank Equilibrium Interest Rate
CD	Certificate of Deposit	PJSC	Private Joint Stock Company

See accompanying notes

37

American Beacon Flexible Bond Fund^SM

Statement of Assets and Liabilities

February 28, 2014 (Unaudited) (in thousands, except share and per share amounts)

Assets:
Investments in unaffiliated securities, at fair valueA	$	286,223
Purchased options and swaptions outstandingB		3,574
Foreign currency, at fair valueC		920
Cash		848
Swap premium paid		1,799
Swap Income receivable		154
Deposit with brokers for futures contracts		2,846
Receivable for investments sold		23,866
Receivable for fund shares sold		298
Dividends and interest receivable		2,064
Receivable for tax reclaims		46
Receivable for expense reimbursement (Note 2)		51
Receivable for variation margin of open futures contracts		63
Unrealized appreciation of swap agreements		1,920
Unrealized appreciation of foreign currency contracts		1,059
Prepaid expenses		23
Other assets		85
Total assets		325,839
Liabilities:
Payable for investments purchased		23,555
Payable for fund shares redeemed		292
Payable for short sales		9,254
Swap premium received		1,439
Swap income payable		322
Written options, at fair value (premiums received $2,736)		2,218
Management and investment advisory fees payable		125
Administration and service fees payable		100
Transfer agent fees payable		12
Professional fees payable		59
Trustee fees payable		1
Payable for variation margin of open futures contracts		1,025
Unrealized depreciation of swap agreements		3,090
Unrealized depreciation of foreign currency contracts		2,507
Other liabilities		13
Total liabilities		44,012
Net assets	$	281,827
Analysis of Net Assets:
Paid-in-capital		285,233
Undistributed net investment income		2,283
Accumulated net realized (loss)		(3,418	)
Unrealized appreciation of investments		1,234
Unrealized depreciation of foreign currency contracts		(1,491	)
Unrealized depreciation of futures contracts		(901	)
Unrealized depreciation of swap agreements		(1,196	)
Unrealized appreciation of options and swaptions contracts		83
Net assets	$	281,827

See accompanying notes

38

American Beacon Flexible Bond Fund^SM

Statement of Assets and Liabilities

February 28, 2014 (Unaudited) (in thousands, except share and per share amounts)

Shares outstanding at no par value (unlimited shares authorized):
Institutional Class		15,257,324
Y Class		3,349,546
Investor Class		4,208,301
A Class		3,635,524
C Class		1,212,272
Net assets (not in thousands):
Institutional Class	$	155,662,999
Y Class	$	34,177,433
Investor Class	$	42,869,024
A Class	$	36,880,805
C Class	$	12,237,060
Net asset value, offering and redemption price per share:
Institutional Class	$	10.20
Y Class	$	10.20
Investor Class	$	10.19
A Class	$	10.14
A Class (offering price)	$	10.65
C Class	$	10.09
A        Cost of investments in unaffiliated securities	$	285,056
B        Cost of purchased options outstanding	$	3,955
C        Cost of foreign currency	$	942

See accompanying notes

39

American Beacon Flexible Bond Fund^SM

Statement of Operations

For the Six Months ended February 28, 2014 (Unaudited) (in thousands)

Investment Income:
Dividend income from unaffiliated securities (net of foreign taxes)A	$	3
Interest income		3,897
Total investment income		3,900
Expenses:
Management and investment advisory fees (Note 2)		865
Administration fees (Note 2):
Institutional Class		221
Y Class		57
Investor Class		78
A Class		81
C Class		28
Transfer agent fees:
Institutional Class		23
Y Class		1
Investor Class		10
A Class		5
C Class		2
Custody and fund accounting fees		120
Professional fees		80
Registration fees and expenses		57
Service fees (Note 2):
Y Class		19
Investor Class		65
A Class		30
C Class		10
Distribution fees (Note 2):
A Class		51
C Class		70
Prospectus and shareholder report expenses		16
Trustee fees		7
Other expenses		12
Total expenses		1,908
Net fees waived and expenses reimbursed (Note 2)		(294	)
Net expenses		1,614
Net investment income		2,286
Realized and unrealized gain (loss) from investments:
Net realized gain (loss) from:
Investments		(992	)
Foreign currency transactions		(1,613	)
Futures contracts		(1,383	)
Swap agreements		503
Options and swaptions contracts		(178	)
Change in net unrealized appreciation or (depreciation) of:
Investments		5,493
Foreign currency transactions		1,611
Futures contracts		(1,219	)
Swap agreements		(936	)
Options and swaption contracts		35
Net gain from investments		1,321
Net increase in net assets resulting from operations	$	3,607
A        Foreign taxes	$	14

See accompanying notes

40

American Beacon Flexible Bond Fund^SM

Statement of Changes of Net Assets (in thousands)

	Six Months Ended February 28, 2014			Year Ended August 31, 2013
	(unaudited)
Increase (Decrease) in Net Assets:
Operations:
Net investment income	$	2,286		$	1,221
Net realized gain (loss) from investments, foreign currency, futures contracts, swap agreements and option and swaptions contracts		(3,663	)		2,507
Change in net unrealized appreciation or (depreciation) of investments, foreign currency, futures contracts, swap agreements and option and swaptions contracts		4,984			(8,566	)
Net increase (decrease) in net assets resulting from operations		3,607			(4,838	)
Distributions to Shareholders:
Net investment income:
Institutional Class		(1,156	)		(699	)
Y Class		(302	)		(454	)
Investor Class		(341	)		(826	)
A Class		(234	)		(463	)
C Class		(30	)		(156	)
Net realized gain from investments:
Institutional Class		(1,025	)		(91	)
Y Class		(253	)		(196	)
Investor Class		(349	)		(411	)
A Class		(275	)		(210	)
C Class		(92	)		(93	)
Net distributions to shareholders		(4,057	)		(3,599	)
Capital Share Transactions:
Proceeds from sales of shares		61,035			280,547
Reinvestment of dividends and distributions		(62,507	)		(58,848	)
Cost of shares redeemed		3,846			3,141
Net increase in net assets from capital share transactions		2,374			224,840
Net increase in net assets		1,924			216,403
Net Assets:
Beginning of period		279,903			63,500
End of Period *	$	281,827		$	279,903
*Includesundistributed net investment income (loss) of	$	2,283		$	1,008

See accompanying notes

41

American Beacon Flexible Bond Fund^SM

Notes to Financial Statements

February 28, 2014 (Unaudited)

1. Organization and Significant Accounting Policies

American Beacon Funds (the “Trust”), which is comprised of twenty-eight 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 Flexible Bond 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

Each 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 directly or through an intermediary
A Class	General public and investors investing through an intermediary with applicable sales charges, which may include a front-end sales charge and a contingent deferred sales charge (“CDSC”)
C Class	General public and investors investing through an intermediary with applicable sales charges, which may include a CDSC

Each class offered by the Trust has equal rights as to assets and voting privileges. Income and non-class specific expenses are allocated daily to each class on the basis of the relative net assets. Realized and unrealized capital gains and losses of each class are allocated daily based on the relative net assets of each class of the Fund. Class specific expenses, where applicable, currently include administrative service fees, service fees, and distribution fees and vary amongst the classes as described more fully in Note 2.

Recently Adopted Accounting Pronouncements

In December 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities. The amendments in the ASU enhance disclosures about offsetting of financial assets and liabilities to enable investors to understand the effect of these arrangements on a fund’s financial position. In January 2013, FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. The amendments in ASU No. 2013-01 clarify the scope of disclosures required by ASU No. 2011-11. These ASUs are effective for annual periods beginning on or after January 1, 2013, and interim periods within those annual periods. The Funds adopted ASU 2011-11 and 2013-01 effective January 1, 2013. The adoption did not have any impact on the Fund’s financial statements as the accounting standard affects only the disclosure requirements for offsetting financial instruments.

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 fund management services. Investment assets of the Fund are managed by multiple investment advisors which have entered into separate investment advisory agreements with the Manager and the Trust. As compensation for performing the duties required under the Management Agreement, the Manager receives from the Fund 0.05% of the average daily net assets.

42

American Beacon Flexible Bond Fund^SM

Notes to Financial Statements

February 28, 2014 (Unaudited)

The Fund pays the unaffiliated investment advisors hired to direct investment activities of the Fund. Management fees paid by the Fund during the six months ended February 28, 2014 were as follows (dollars in thousands):

Management Fee Rate	Management Fee	Amounts paid to Investment Advisors	Net Amounts Retained by Manager
0.59%	$865	$792	$73

Administration Agreement

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

Distribution Plans

The Fund, except for the A and C Classes of the Fund, 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 Fund for distribution purposes. However, the Plan authorizes the management and administrative service fees received by the Manager and the investment advisor 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 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 A Class and 1.00% of the average daily net assets of the C Class of the Fund. 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.

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 of the Fund. As compensation for performing the duties required under the Service Plans, the Manager receives an annualized fee of 0.10% of the average daily net assets of 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 the Fund.

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. During the six months ended February 28, 2014, the Fund did not utilize the credit facility.

Expense Reimbursement Plan

The Manager contractually agreed to reimburse the classes of the Fund to the extent that total annual fund operating expenses exceeded the Fund’s expense cap. During the six months ended February 28, 2014, the Manager reimbursed expenses as follows:

43

American Beacon Flexible Bond Fund^SM

Notes to Financial Statements

February 28, 2014 (Unaudited)

Class	Expense Cap	Reimbursed Expenses	Expiration of Reimbursements
Institutional	0.90%	$165,383	2017
Y	0.99%	39,339	2017
Investor	1.27%	28,147	2017
A	1.39%	45,537	2017
C	2.14%	15,480	2017

Of these amounts, $51,402 is receivable from the Manager, as of February 28, 2014. The Fund has adopted an Expense Reimbursement Plan whereby the Manager may seek repayment of expenses reimbursed for a period of up to three years. However, reimbursement will occur only if the Class’s 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 is $146,216, $274,377, and $378,404 expiring in 2014, 2015, and 2016 respectively. The Fund did not record a liability for potential reimbursements, due to the current assessment that a reimbursement is unlikely.

Sales Commissions

The Fund’s distributor, Foreside Fund Services, LLC (“Foreside”) may receive a portion of A Class sales charges from broker dealers and it may be used to offset distribution related expenses. For the six months ended February 28, 2014, Foreside collected $2,581 from the sale of A Class Shares.

A contingent deferred sales charge (“CDSC”) of 0.50% will be deducted with respect to Class A Shares on certain purchases of $250,000 or more that are redeemed in whole or part within 12 months of purchase, unless waived as discussed in the Prospectus. Any applicable CDSC will be 0.50% of the lesser of the original purchase price or the value of the redemption of the Class A Shares redeemed. During the six months ended February 28, 2014 there were no CDSC fees collected for the Fund.

A contingent deferred sales charge (“CDSC”) of 1.00% will be deducted with respect to Class C Shares redeemed within 12 months of purchase, unless waived as discussed in the Prospectus. Any applicable CDSC will be 1.00% of the lesser of the original purchase price or the value of the redemption of the Class C Shares redeemed. During the six months ended February 28, 2014, CDSC fees of $7,797 were collected for the Fund.

3. Security Valuation and Fair Value Measurements

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 including exchange-traded funds (“ETFs”) 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 open-end mutual funds are valued at the closing net asset value (“NAV”) 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.

44

American Beacon Flexible Bond Fund^SM

Notes to Financial Statements

February 28, 2014 (Unaudited)

Securities for which the 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 Trust’s Board of Trustees (the “Board”).

Futures contracts are valued based upon their quoted daily settlement prices. Upon entering into a futures contract, the Fund is required to deposit with its futures broker, an amount of cash or U.S. Government and Agency Obligations in accordance with the initial margin requirements of the broker or exchange. Futures contracts are marked to market daily and an appropriate payable or receivable for the change in value (“variation margin”) is recorded by the Fund. Gains or losses are recognized, but not considered realized until the contracts expire or are closed. Futures contracts involve, to varying degrees, risk of loss in excess of the variation margin disclosed on the Statement of Assets and Liabilities.

Other investments, including restricted securities, and those financial instruments for which the above valuation procedures are inappropriate or are deemed not to reflect fair value are stated at fair value as determined in good faith by the Valuation Committee, established by the Board.

For valuation purposes, the last quoted prices of non-U.S. equity securities may be adjusted under the circumstances described below. If the Manager determines that developments between the close of a foreign market and the close of the Exchange will, in its judgment, materially affect the value of some or all of a fund’s portfolio securities, the Manager will adjust the previous closing prices to reflect what it believes to be the fair value of the securities as of the close of the Exchange. In deciding whether it is necessary to adjust closing prices to reflect fair value, the Manager reviews a variety of factors, including developments in foreign markets, the performance of U.S. securities markets, and the performance of instruments trading in U.S. markets that represent foreign securities and baskets of foreign securities. The Valuation Committee may also fair value securities in other situations, such as when a particular foreign market is closed but a Fund is open. The Fund uses outside pricing services to provide closing prices and information to evaluate and/or adjust those prices. As a means of evaluating its security valuation process, the Valuation Committee routinely compares closing prices, the next day’s opening prices in the same markets, and adjusted prices.

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 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.

Level 1 and Level 2 trading assets and trading liabilities, at fair value.

Fixed income securities including corporate, convertible and municipal bonds and notes, U.S. government agencies, U.S. treasury obligations, sovereign issues, bank loans, convertible preferred securities and non-U.S. bonds are normally valued by pricing service providers that use broker dealer quotations, reported trades or valuation estimates from their internal pricing models. The service providers’ internal models use inputs that are observable such as issuer details, interest rates, yield curves, prepayment speeds, credit risks/spreads, default rates and quoted prices for similar assets. Securities that use similar valuation techniques and inputs as described above are categorized as Level 2 of the fair value hierarchy.

45

American Beacon Flexible Bond Fund^SM

Notes to Financial Statements

February 28, 2014 (Unaudited)

Fixed income securities purchased on a delayed-delivery basis are marked to market daily until settlement at the forward settlement date are categorized as Level 2 of the fair value hierarchy.

Mortgage-related and asset-backed securities are usually issued as separate tranches, or classes, of securities within each deal. These securities are also normally valued by pricing service providers that use broker dealer quotations or valuation estimates from their internal pricing models. The pricing models for these securities usually consider tranche-level attributes, current market data, estimated cash flows and market-based yield spreads for each tranche, and incorporates deal collateral performance, as available. Mortgage-related and asset-backed securities that use similar valuation techniques and inputs as described above are categorized as Level 2 of the fair value hierarchy.

Common stocks, ETFs and financial derivative instruments, such as futures contracts or options contracts that are traded on a national securities exchange, are stated at the last reported sale or settlement price on the day of valuation. To the extent these securities are actively traded and valuation adjustments are not applied, they are categorized as Level 1 of the fair value hierarchy. Valuation adjustments may be applied to certain securities that are solely traded on a foreign exchange to account for the market movement between the close of the foreign market and the close of the Exchange. These securities are valued using pricing service providers that consider the correlation of the trading patterns of the foreign security to the intraday trading in the U.S. markets for investments. Securities using these valuation adjustments are categorized as Level 2 of the fair value hierarchy. Preferred securities and other equities traded on inactive markets or valued by reference to similar instruments are also categorized as Level 2 of the fair value hierarchy.

Investments in registered open-end investment management companies will be valued based upon the NAVs of such investments and are categorized as Level 1 of the fair value hierarchy. Investments in privately held investment funds which are redeemable within 90 days of the measurement date, will be valued based upon the NAVs of such investments and are categorized as Level 2 of the fair value hierarchy. Short-term investments having a maturity of 60 days or less are generally valued at amortized cost which approximates fair value. These investments are categorized as Level 2 of the fair value hierarchy.

Over-the-counter (“OTC”) financial derivative instruments, such as foreign currency contracts, options contracts, or swaps agreements, derive their value from underlying asset prices, indices, reference rates, and other inputs or a combination of these factors. These contracts are normally valued on the basis of broker dealer quotations or pricing service providers. Depending on the product and the terms of the transaction, the value of the financial derivative contracts can be estimated by a pricing service provider using a series of techniques, including simulation pricing models. The pricing models use inputs that are observed from actively quoted markets such as issuer details, indices, spreads, interest rates, curves, dividends and exchange rates. Financial derivatives that use similar valuation techniques and inputs as described above are categorized as Level 2 of the fair value hierarchy.

The Fund’s investments are summarized by level based on the inputs used to determine their values. U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) also requires all transfers between any level to be disclosed. The end of period timing recognition has been adopted for transfers between levels of the Fund’s assets and liabilities. During the six months ended February 28, 2014, there were no transfers between levels for the Fund. As of February 28, 2014, the investments were classified as described below: (in thousands)

46

American Beacon Flexible Bond Fund^SM

Notes to Financial Statements

February 28, 2014 (Unaudited)

Flexible Bond Fund	Level 1			Level 2			Level 3		Total
Preferred Stock	$	—		$	1,227		$	—	$	1,227
Domestic Convertible Obligations		—			3,192			—		3,192
Domestic Obligations		—			83,889			—		83,889
Foreign Convertible Obligations		—			3,216			—		3,216
Foreign Obligations		—			82,440			—		82,440
Asset-Backed Obligations		—			11,440			26		11,466
Collateralized Mortgage Obligations		—			19,677			—		19,677
Commercial Mortgage-Backed Obligations		—			2,379			—		2,379
U.S. Agency Mortgage-Backed Obligations		—			3,964			—		3,964
U.S. Agency Obligations		—			12,754			—		12,754
U.S. Treasury Obligations		—			28,893			—		28,893
Short Term Investments - Money Market Fund		14,739			—			—		14,739
Short Term Investments - Repurchase Agreements		—			8,800			—		8,800
Short Term Investments - Certificates of Deposit		—			500			—		500
Short Term Investments - U.S. Treasury Bills		—			9,087			—		9,087
Total Investments in Securities	$	14,739		$	271,458		$	26	$	286,223
Financial derivative instruments-assets*	Level 1			Level 2			Level 3		Total
Purchased options outstanding	$	—		$	3,574		$	—	$	3,574
Futures contracts		63			—			—		63
Swap agreements		—			3,151			—		3,151
Forward currency contracts		—			1,059			—		1,059
	$	63		$	7,784		$	—	$	7,847
Financial derivative instruments-liabilities*	Level 1			Level 2			Level 3		Total
Short Sales	$	—		$	(9,283	)	$	—	$	(9,283	)
Written options outstanding		—			(2,218	)		—		(2,218	)
Futures contracts		(1,025	)		—			—		(1,025	)
Swap agreements		—			(3,979	)		—		(3,979	)
Forward currency contracts		—			(2,507	)		—		(2,507	)
	$	(1,025	)	$	(17,987	)	$	—	$	(19,012	)

* Financial derivative instruments may include swaps agreements, open futures, purchased options and swaption contracts, written options and swaption contracts and foreign currency contracts.

The following is a reconciliation of Level 3 assets of the Fund for which significant unobservable inputs were used to determine fair value. Transfers in or out of Level 3 represent the ending value of any security or instrument where a change in the level has occurred from the beginning to the end of the period.

	Asset-Backed Obligations			Totals
Beginning Balance as of 8/31/2013	$	221		$	221
Net Purchases		—			—
Net Sales		(173	)		(173	)
Accrued Discounts/(Premiums)		—			—
Realized Gain/(Loss)		7			7
Net Change in Unrealized Appreciation/(Depreciation)2		(29	)		(29	)
Transfers into Level 3		—			—
Transfers out of Level 3		—			—
Ending Balance 2/28/2014	$	26		$	26
Net Change in Unrealized Appreciation/(Depreciation) on Investments Held at 2/28/2014*	$	(29	)	$	(29	)

The following is a summary of significant unobservable inputs used in the fair valuation of assets and liabilities categorized within Level 3 of the fair value hierarchy:

	Asset-Backed Obligations
Ending Balance as of 2/28/2014	$	25
Valuation Technique		Third Party Vendor
Unobservable Inputs		Broker Quote
Input Value(s)	$	3.98

* Change in unrealized appreciation or (depreciation) attributable to Level 3 securities held at period end. This balance is included in the change in unrealized appreciation or (depreciation) on the Statement of Operations.

47

American Beacon Flexible Bond Fund^SM

Notes to Financial Statements

February 28, 2014 (Unaudited)

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 NAV. 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, expense and purchases and sales of investments are translated into U.S. dollars at the rate of the 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 Fund’s Statement of Operations.

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, if applicable. For the six months ended February 28, 2014, the Fund did not have commission recapture income.

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. GAAP 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.

48

American Beacon Flexible Bond Fund^SM

Notes to Financial Statements

February 28, 2014 (Unaudited)

Other

Under the Trust’s organizational documents, its officers and trustees 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.

4. Securities and other Investments

Emerging Markets Debt

The Fund may invest in emerging markets dept. The Fund’s emerging markets debt securities may include obligations of government and corporations. As with any fixed income securities, emerging markets debt securities are subject to the risk of being downgraded in credit rating and to the risk of default. In the event of a default on any investments in foreign debt obligations, it may be more difficult for the Fund to obtain or to enforce a judgment against the issuers of such securities. With respect to debt issued by emerging markets governments, such issues may be unwilling to pay interest and repay principal when due, either due to inability to pay or submission to political pressure not to pay, and as a result my default, declare temporary suspensions of interest payments or require that the conditions of payments be renegotiated.

Repurchase Agreements

A repurchase agreement is a fixed income security in the form of an agreement between a Fund as purchaser and an approved counterparty as seller. The agreement is backed by collateral in the form of securities and/or cash transferred by the seller to the buyer to be held by an eligible third-party custodian. Under the agreement a Fund acquires securities from the seller and the seller simultaneously commits to repurchase the securities at an agreed upon price and date, normally within a week. The price for the seller to repurchase the securities is greater than a Fund’s purchase price, reflecting an agreed upon “interest rate” that is effective for the period of time the purchaser’s money is invested in the security. During the term of the repurchase agreement, a Fund monitors on a daily basis the market value of the collateral subject to the agreement and, if the market value of the securities falls below the seller’s repurchase amount provided under the repurchase agreement, the seller is required to transfer additional securities or cash collateral equal to the amount by which the market value of the securities falls below the repurchase amount. Repurchase agreements may exhibit the economic characteristics of loans by a Fund.

The obligation of the seller under the repurchase agreement is not guaranteed, and there is a risk that the seller may fail to repurchase the underlying securities, whether because of the seller’s bankruptcy or otherwise. In such event, a Fund would attempt to exercise its rights with respect to the underlying collateral, including possible sale of the securities. A Fund may incur various expenses in the connection with the exercise of its rights and may be subject to various delays and risks of loss, including (a) possible declines in the value of the underlying collateral, (b) possible reduction in levels of income and (c) lack of access to the collateral held through a third-party custodian and possible inability to enforce the Fund’s rights. The Board has established procedures pursuant to which the Manager monitors the creditworthiness of the counterparties with which the Fund enters into repurchase agreement transactions.

The Funds may enter into repurchase agreements with member banks of the Federal Reserve System or registered broker-dealers who, in the opinion of the Manager, present a minimal risk of default during the term of the agreement. The underlying securities which serve as collateral for repurchase agreements may include fixed income and equity securities such as U.S. Government and agency securities, municipal obligations, corporate obligations, asset-backed securities, mortgage-backed securities, common and preferred stock, American Depository Receipts, exchange-traded funds and convertible securities. There is no percentage restriction on each Fund’s ability to enter into repurchase agreements with terms of seven days or less.

49

American Beacon Flexible Bond Fund^SM

Notes to Financial Statements

February 28, 2014 (Unaudited)

Certificate of Deposit

A savings certificate entitling the bearer to receive interest. A Certificate of Deposit (“CD”) bears a fixed maturity date, has a specified fixed interest rate, and can be issued in any denomination. CDs are generally issued by commercial banks and are currently insured by the Federal Deposit Insurance Corporation (FDIC) up to a maximum of $250,000. CDs are generally offered at terms ranging from one month to five years.

Inflation-Indexed Bonds

The Fund may invest in inflation-indexed bonds. Inflation-indexed bonds are fixed-income securities whose principal value is periodically adjusted to the rate of inflation. The interest rate on these bonds is generally fixed at issuance at a rate lower than typical bonds. Over the life of an inflation-indexed bond, however, interest will be paid based on a principal value, which is adjusted for inflation. Any increase or decrease in the principal amount of an inflation-indexed bond will be included as interest income on the Statement of Operations, even though investors do not receive their principal until maturity.

Payment In-Kind Securities

The Fund may invest in payment in-kind securities (“PIKs”). PIKs give the issuer the option at each interest payment date of making interest payments in either cash or additional debt securities. Those additional debt securities usually have the same terms, including maturity dates and interest rates, and associated risks as the original bonds. The daily market quotations of the original bonds may include the accrued interest (referred to as a dirty price) and require a prorata adjustment from the unrealized appreciation or depreciation on investment to interest receivable in the Statement of Assets and Liabilities.

Restricted Securities

The Fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities may be sold privately, but are required to be registered or exempted from such registration before being sold to the public. Private placement securities are generally considered to be restricted except for those securities traded between qualified institutional investors under the provisions of Rule 144A of the Securities Act of 1933. Disposal of restricted securities may involve time-consuming negotiations and expenses, and prompt sale at an acceptable price may be difficult to achieve. Restricted securities outstanding at the six months ended February 28, 2013 are disclosed in the Notes to the Schedule of Investments.

High-Yield Securities

Non-investment-grade securities are rated below the four highest credit grades by at least one of the public rating agencies (or are unrated if not publicly rated). Participation in high-yielding securities transactions generally involves greater returns in the form of higher average yields. However, participation in such transactions involves greater risks, including sensitivity to economic changes, solvency, and relative liquidity in the secondary trading market. Lower ratings may reflect a greater possibility that the financial condition of the issuer, or adverse changes in general economic conditions, or both, may impair the ability of the issuer to make payments of interest and principal. The prices and yields of lower-rated securities generally fluctuate more than higher-quality securities, and such prices may decline significantly in periods of general economic difficulty or rising interest rates.

50

American Beacon Flexible Bond Fund^SM

Notes to Financial Statements

February 28, 2014 (Unaudited)

Real Estate Investment Trusts

The Funds may own shares of real estate investment trusts (“REITs”) which report information on the source of their distributions annually. The Funds re-characterize distributions received from REIT investments based on information provided by the REITs into the following categories: ordinary income, long-term capital gains, and return of capital. If information is not available on a timely basis from the REITs, the re-characterization will be estimated based on available information, which may include the previous year allocation. If new or additional information becomes available from the REITs at a later date, a re-characterization will be made the following year. These re-characterizations are not recorded for financial statement purposes, but as an adjustment to the calculation of taxable income.

Other Investment Company Securities and Other Exchange Traded Products

The Funds may invest in shares of other investment companies, including open-end funds, closed-end funds, business development companies, ETFs, exchange-traded notes (“ETNs”), unit investment trusts, and other investment companies of the Trust. The Funds may invest in investment company securities advised by the Manager or a sub-advisor. Investments in the securities of other investment companies may involve duplication of advisory fees and certain other expenses. By investing in another investment company, a Fund becomes a shareholder of that investment company. As a result, Fund shareholders indirectly will bear a Fund’s proportionate share of the fees and expenses paid by shareholders of the other investment company, in addition to the fees and expenses Fund shareholders directly bear in connection with the Fund’s own operations. These other fees and expenses are reflected as Acquired Fund Fees and Expenses and are included in the Fees and Expenses Table for the Fund in its Prospectus, if applicable. Investments in other investment companies may involve the payment of substantial premiums above the value of such issuer’s portfolio securities.

Mortgage-Related and Other Asset-Backed Securities

The Fund may invest in mortgage or other asset-backed securities (“ABS”). These securities may include mortgage instruments issued by U.S. government agencies (“agency mortgages”) or those issued by private entities (“non-agency mortgages”). Specific types of instruments may include mortgage pass-through securities, collateralized mortgage obligations (“CMOs”), commercial mortgage-backed securities, mortgage dollar rolls, CMO residuals, stripped mortgage-backed securities and other securities that directly or indirectly represent a participation in, or are secured by a payable from, mortgage loans on real property. The value of the Fund’s mortgage-backed securities (“MBS”) may be affected by, among other things, changes or perceived changes in interest rates, factors concerning the interests in and structure of the issuer or the originator of the mortgage, or the quality of the underlying assets. The mortgages underlying the securities may default or decline in quality or value. Through its investments in MBS, a Fund has exposure to subprime loans, Alt-A loans and non-conforming loans as well as to the mortgage and credit markets generally. Underlying collateral related to subprime, Alt-A and non-conforming mortgage loans has become increasingly susceptible to defaults and declines in quality or value, especially in a declining residential real estate market. In addition, regulatory or tax changes may adversely affect the mortgage securities markets as a whole.

Mortgage-Backed Securities

MBS often have stated maturities of up to thirty years when they are issued, depending upon the length of the mortgages underlying the securities. In practice however, unscheduled or early payments of principal and interest on the underlying mortgages may make the securities’ effective maturity shorter than this, and the prevailing interest rates may be higher or lower than the current yield of the Fund’s portfolio at the time resulting in reinvestment risk.

51

American Beacon Flexible Bond Fund^SM

Notes to Financial Statements

February 28, 2014 (Unaudited)

Rising or high interest rates may result in slower than expected principal payments which may tend to extend the duration of MBS, making them more volatile and more sensitive to changes in interest rates. This is known as extension risk.

MBS may have less potential for capital appreciation than comparable fixed income securities due to the likelihood of increased prepayments of mortgages resulting from foreclosures or declining interest rates. These foreclosed or refinanced mortgages are paid off at face value (par) or less, causing a loss, particularly for any investor who may have purchased the security at a premium or a price above par. In such an environment, this risk limits the potential price appreciation of these securities.

Agency Mortgage-Backed Securities

Certain MBS may be issued or guaranteed by the U.S. government or a government sponsored entity, such as Fannie Mae (the Federal National Mortgage Association) or Freddie Mac (the Federal Home Loan Mortgage Corporation). Although these instruments may be guaranteed by the U.S. government or a government sponsored entity, many such MBS are not backed by the full faith and credit of the United States and are still exposed to the risk of non-payment.

Privately Issued Mortgage-Backed Securities

MBS held by a Fund may be issued by private issuers including commercial banks, savings associations, mortgage companies, investment banking firms, finance companies and special purpose finance entities (called special purpose vehicles or SPVs) and other entities that acquire and package mortgage loans for resale as MBS. These privately issued non-agency MBS may offer higher yields than those issued by government agencies, but also may be subject to greater price changes than governmental issues. Subprime loans refer to loans made to borrowers with weakened credit histories or with a lower capacity to make timely payments on their loans. Alt-A loans refer to loans extended to borrowers who have incomplete documentation of income, assets, or other variables that are important to the credit underwriting processes. Non-conforming mortgages are loans that do not meet the standards that allow purchase by government-sponsored enterprises. MBS with exposure to subprime loans, Alt-A loans or non-conforming loans have had in many cases higher default rates than those loans that meet government underwriting requirements. The risk of non-payment is greater for MBS that are backed by mortgage pools that contain subprime, Alt-A and non-conforming loans, but a level of risk exists for all loans.

Unlike agency MBS issued or guaranteed by the U.S. government or a government-sponsored entity (e.g., Fannie Mae (the Federal National Mortgage Association) and Freddie Mac (the Federal Home Loan Mortgage Corporation), MBS issued by private issuers do not have a government or government-sponsored entity guarantee, but may have credit enhancements provided by external entities such as banks or financial institutions or achieved through the structuring of the transaction itself. Examples of such credit support arising out of the structure of the transaction include the issue of senior and subordinated securities (e.g., the issuance of securities by an SPV in multiple classes or “tranches,” with one or more classes being senior to other subordinated classes as to the payment of principal and interest, with the result that defaults on the underlying mortgage loans are borne first by the holders of the subordinated class); creation of “reserve funds” (in which case cash or investments, sometimes funded from a portion of the payments on the underlying mortgage loans, are held in reserve against future losses); and “overcollateralization” (in which case the scheduled payments on, or the principal amount of, the underlying mortgage loans exceeds that required to make payment on the securities and pay any servicing or other fees). However, there can be no guarantee that credit enhancements, if any, will be sufficient to prevent losses in the event of defaults on the underlying mortgage loans. In addition, MBS that are issued by private issuers are not subject to the underwriting requirements for the underlying mortgages that are applicable to those MBS that have a government or government-sponsored entity guarantee. As a result, the mortgage loans underlying private MBS may, and frequently do, have less favorable collateral, credit risk or other underwriting characteristics than government or government-sponsored MBS and have wider variances in a number of terms including interest rate, term,

52

American Beacon Flexible Bond Fund^SM

Notes to Financial Statements

February 28, 2014 (Unaudited)

size, purpose and borrower characteristics. Privately issued pools more frequently include second mortgages, high loan-to-value mortgages and manufactured housing loans. The coupon rates and maturities of the underlying mortgage loans in a private-label MBS pool may vary to a greater extent than those included in a government guaranteed pool, and the pool may include subprime mortgage loans.

Privately issued MBS are not traded on an exchange and there may be a limited market for the securities, especially when there is a perceived weakness in the mortgage and real estate market sectors. Without an active trading market, MBS held in the Fund’s portfolio may be particularly difficult to value because of the complexities involved in assessing the value of the underlying mortgage loans.

Asset-Backed Securities

ABS may include MBS, loans, receivables or other assets. The value of the Fund’s ABS may be affected by, among other things, actual or perceived changes in interest rates, factors concerning the interests in and structure of the issuer or the originator of the receivables, the market’s assessment of the quality of underlying assets or actual or perceived changes in the credit worthiness of the individual borrowers, the originator, the servicing agent or the financial institution providing the credit support.

Payment of principal and interest may be largely dependent upon the cash flows generated by the assets backing the securities.

Rising or high interest rates tend to extend the duration of ABS, making them more volatile and more sensitive to changes in interest rates. The underlying assets are sometimes subject to prepayments which can shorten the security’s weighted average life and may lower its return. Defaults on loans underlying ABS have become an increasing risk for ABS that are secured by home equity loans related to sub-prime, Alt-A or non-conforming mortgage loans, especially in a declining residential real estate market.

ABS (other than MBS) present certain risks that are not presented by MBS. Primarily, these securities may not have the benefit of any security interest in the related assets. Credit card receivables are generally unsecured and the debtors are entitled to the protection of a number of state and federal consumer credit laws, many of which give such debtors the right to set off certain amounts owed on the credit cards, thereby reducing the balance due. There is the possibility that recoveries on repossessed collateral may not, in some cases, be available to support payments on these securities. ABS are often backed by a pool of assets representing the obligations of a number of different parties. To lessen the effect of failures by obligors on underlying assets to make payments, the securities may contain elements of credit support which fall into two categories: (i) liquidity protection, and (ii) protection against losses resulting from ultimate default by an obligor on the underlying assets. Liquidity protection refers to the provision of advances, generally by the entity administering the pool of assets, to ensure that the receipt of payments on the underlying pool occurs in a timely fashion. Protection against losses results from payment of the insurance obligations on at least a portion of the assets in the pool. This protection may be provided through guarantees, policies or letters of credit obtained by the issuer or sponsor from third parties, through various means of structuring the transaction or through a combination of such approaches. The Fund will not pay any additional or separate fees for credit support. The degree of credit support provided for each issue is generally based on historical information respecting the level of credit risk associated with the underlying assets.

Delinquency or loss in excess of that anticipated or failure of the credit support could adversely affect the return on an investment in such a security. The availability of ABS may be affected by legislative or regulatory developments. It is possible that such developments may require the Fund to dispose of any then existing holdings of such securities.

53

American Beacon Flexible Bond Fund^SM

Notes to Financial Statements

February 28, 2014 (Unaudited)

Short Sales

The Fund may enter into short sale transactions. A short sale is a transaction in which a Fund sells a security it does not own in anticipation of a decline in the market price of the security. Securities sold in short sale transactions and the interest payable on such securities, if any, are reflected as a liability on the Statements of Assets and Liabilities. A Fund is obligated to deliver the security at the market price at the time the short position is closed. The risk of loss on a short sale transaction is theoretically unlimited, because there is no limit to the cost of replacing the security sold short, whereas losses from purchase transactions cannot exceed the total amount invested. As of February 28, 2014, short positions were held by the Fund.

Master Agreements

The Fund is a party to International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreements”) with counterparties that govern transactions in over-the-counter derivative and foreign exchange contracts entered into by the Fund and those counterparties. The ISDA Master Agreements contain provisions for general obligations, representations, agreements, collateral and events of default or termination. Events of termination include conditions that may entitle counterparties to elect to terminate early and cause settlement of all outstanding transactions under the applicable ISDA Master Agreement. Any election to terminate early could be material to the financial statements. Since different types of forward and OTC financial derivative transactions have different mechanics and are sometimes traded out of different legal entities of particular counterparty organization, each type of transaction may be covered by a different Master Agreement, resulting in the need for multiple agreements with a single counterparty. As the Master Agreements are specific to unique operations of different asset types, they allow a Fund to net its total exposure to a counterparty in the event of a default with respect to all the transactions governed under a single agreement with a counterparty.

Master Repurchase Agreements (“Master Repo Agreements”) govern transactions between a Fund and select counterparties. The Master Repo Agreements maintain provisions for, among other things, initiation, income payments, events of default, and maintenance of collateral for Repurchase and Reverse Repurchase Agreements.

Master Securities Forward Transaction Agreements (“Master Forward Agreements”) govern the considerations and factors surrounding the settlement of certain forward settling transactions, such as delayed delivery or sale-buyback financing transactions by and between a Fund and select counterparties. The Master Forward Agreements maintain provisions for, among other things, initiation and confirmation, payment and transfer, events of default, termination, and maintenance of collateral.

5. Financial Derivative Instruments

The Fund may utilize derivative instruments to enhance return, hedge risk, gain efficient exposure to an asset class or to manage liquidity. When considering the Fund’s use of derivatives, it is important to note that the Fund does not use derivatives for the purpose of creating financial leverage.

Options Contracts

The Fund may write (1) call and put options on futures, swaps (“swaptions”), securities, commodities or currencies it owns or in which it may invest and (2) inflation-capped options. Writing put options tends to increase the Fund’s exposure to unfavorable movements of the underlying instrument in exchange for an upfront premium. Writing call options tends to decrease the Fund’s exposure to favorable movements of the underlying instrument in exchange for an upfront premium. When the Fund writes a call, put, or inflation-capped option, an amount equal to the premium received is recorded as a liability and subsequently marked to market to reflect the current value of the option written. The purpose of inflation-capped options is to protect the buyer from inflation erosion above a certain rate on a given notional exposure. A floor can be used to give

54

American Beacon Flexible Bond Fund^SM

Notes to Financial Statements

February 28, 2014 (Unaudited)

downside protection to investments in inflation-linked products. These liabilities are reflected as written options outstanding on the Statement of Assets and Liabilities. Certain options may be written with premiums to be determined on a future date. Premiums received from writing options which expire are treated as realized gains. Premiums received from writing options which are exercised or closed are added to the proceeds or offset against amounts paid on the underlying futures, swap, security or currency transaction to determine the realized gain or loss when the underlying transaction is sold. The Fund as a writer of an option has no control over whether the underlying instrument may be sold (call) or purchased (put) and as a result bears the market risk of an unfavorable change in the price of the instrument underlying the written option. There is the risk the Fund may not be able to enter into a closing transaction because of an illiquid market.

The Fund may also purchase put and call options. Purchasing call options tends to increase the Fund’s exposure to favorable movements of the underlying instrument in exchange for paying an upfront premium. Purchasing put options tends to decrease the Fund’s exposure to unfavorable movements of the underlying instrument. The Fund pays a premium which is included on the Fund’s Statement of Assets and Liabilities as an investment and subsequently marked to market to reflect the current value of the option. Premiums paid for purchasing options which expire are treated as realized losses. Certain options may be purchased with premiums to be determined on a future date. The premiums for these options are based upon implied volatility parameters at specified terms. The risk associated with purchasing put and call options is limited to the premium paid. Premiums paid for purchasing options which are exercised or closed are added to the amounts paid or offset against the proceeds on the underlying investment transaction to determine the realized gain or loss when the underlying transaction is sold.

Options

For the six months ended February 28, 2014, the Fund purchased/sold options primarily for return enhancement, hedging and exposing cash to markets.

The Fund’s options contracts outstanding fluctuate throughout the operating year as required to meet strategic requirements. The following table illustrates the quarterly volume of options contracts. For purpose of this disclosure, volume is measured by contracts outstanding at period end (in thousands).

	Average Purchased Option and Swaption Contracts Outstanding
For the Quarter Ended	August 31, 2013		February 28, 2014
Flexible Bond	$	20,632	$	34,307
	Average Written Option and Swaption Contracts Outstanding
For the Quarter Ended	August 31, 2013		February 28, 2014
Flexible Bond	$	45,648	$	29,349

Straddle Options

The Fund may enter into differing forms of straddle options. A straddle is an investment strategy that uses combinations of options that allow a Fund to profit based on the future price movements of the underlying security, regardless of the direction of those movements. A written straddle involves simultaneously writing a call option and a put option on the same security with the same strike price and expiration date. The written straddle increases in value when the underlying security price has little volatility before the expiration date. A purchased straddle involves simultaneously purchasing a call option and a put option on the same security with the same strike price and expiration date. The purchased straddle increases in value when the underlying security price has high volatility, regardless of direction, before the expiration date.

Swap Agreements

The Fund may invest in swap agreements. Swap agreements are privately negotiated agreements between the Fund and a counterparty to exchange at specified, future intervals. The Fund may enter into

55

American Beacon Flexible Bond Fund^SM

Notes to Financial Statements

February 28, 2014 (Unaudited)

credit default, cross-currency, interest rate and other forms of swap agreements to manage its exposure to credit, currency, interest rate, and inflation risk. In connection with these agreements, securities or cash may be identified as collateral in accordance with the terms of the respective swap agreements to provide assets of value and recourse in the event of default or bankruptcy/insolvency.

Swaps are marked to market daily based upon values from third party vendors or quotations from market makers to the extent available and the change in value, if any, is recorded as an unrealized gain or loss on the Statement of Assets and Liabilities. In the event that market quotes are not readily available and the swap cannot be valued pursuant to one of the valuation methods, the value of the swap will be determined in good faith by the Valuation Committee pursuant to procedures approved by the Board.

Payments received or made at the beginning of the measurement period are reflected as such on the Statement of Assets and Liabilities and represent payments made or received upon entering into the swap agreement to compensate for differences between the stated terms of the swap agreement and prevailing market conditions (credit spreads, currency exchange rates, interest rates, and other relevant factors). These upfront payments are recorded as realized gains or losses on the Statement of Operations upon termination or maturity of the swap. A liquidation payment received or made at the termination of the swap is recorded as realized gain or loss on the Statement of Operations. Net periodic payments received or paid by the Fund are included as part of realized gains or losses on the Statement of Operations.

Entering into these agreements involves, to varying degrees, elements of credit, market and documentation risk in excess of the amounts recognized on the Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparty to the agreements may default on its obligation to perform or disagree as to the meaning of contractual terms in the agreements and that there may be unfavorable changes in interest rates.

The Fund’s maximum risk of loss from counterparty credit risk is the discounted net value of the cash flows to be received from the counterparty over the contract’s remaining life, to the extent that amount is positive. The risk is mitigated by having a master netting arrangement between the Fund and the counterparty and by the posting of collateral to the Fund to cover the Fund’s exposure to the counterparty.

Credit Default Swap Agreements

Credit default swap agreements involve one party making a stream of payments (referred to as the buyer of protection) to another party (the seller of protection) in exchange for the right to receive a specified return in the event of a default or other credit event for the referenced entity, obligation or index. As a seller of protection on credit default swap agreements, the Fund will generally receive from the buyer of protection a fixed rate of periodic premium throughout the term of the swap provided that there is no credit event. As the seller, the Fund would effectively add leverage to its portfolio because, in addition to its total net assets, the Fund would be subject to investment exposure up to the notional amount of the swap.

If the Fund is a seller of protection and a credit event occurs, as defined under the terms of that particular swap agreement, the Fund will either (i) pay to the buyer of protection an amount equal to the notional amount of the swap and take delivery of the referenced obligation, other deliverable obligations or underlying securities comprising the referenced index or (ii) pay a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising the referenced index. If the Fund is a buyer of protection and a credit event occurs, as defined under the terms of that particular swap agreement, the Fund will either (i) receive from the seller of protection an amount equal to the notional amount of the swap and deliver the referenced obligation, other deliverable obligations or underlying securities comprising the referenced index or (ii) receive a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising the referenced index. Recovery values are estimated by market makers considering either industry standard recovery rates or entity specific factors

56

American Beacon Flexible Bond Fund^SM

Notes to Financial Statements

February 28, 2014 (Unaudited)

and considerations until a credit event occurs. If a credit event has occurred, the recovery value is determined by a facilitated auction whereby a minimum number of allowable broker bids, together with a specified valuation method, are used to calculate the settlement value.

Credit default swap agreements on corporate issues, sovereign issues of an emerging country or U.S. municipal issues involve one party making a stream of payments to another party in exchange for the right to receive a specified return in the event of a default or other credit event. If a credit event occurs and cash settlement is not elected, a variety of other deliverable obligations may be delivered in lieu of the specific referenced obligation. The ability to deliver other obligations may result in a cheapest-to-deliver option (the buyer of protection’s right to choose the deliverable obligation with the lowest value following a credit event). The Fund may use credit default swaps on corporate issues, sovereign issues of an emerging country or U.S. municipal issues to provide a measure of protection against defaults of the issuers (i.e., to reduce risk where the Fund owns or has exposure to the referenced obligation) or to take an active long or short position with respect to the likelihood of a particular issuer’s default.

Credit default swap agreements on asset-backed securities involve one party making a stream of payments to another party in exchange for the right to receive a specified return in the event of a default or other credit event. Unlike credit default swaps on corporate issues, sovereign issues of an emerging country or U.S. municipal issues, deliverable obligations in most instances would be limited to the specific referenced obligation as performance for asset-backed securities can vary across deals. Prepayments, principal paydowns, and other writedown or loss events on the underlying mortgage loans will reduce the outstanding principal balance of the referenced obligation. These reductions may be temporary or permanent as defined under the terms of the swap agreement and the notional amount for the swap agreement will be adjusted by corresponding amounts. The Fund may use credit default swaps on asset-backed securities to provide a measure of protection against defaults of the referenced obligation that the Fund owns or to take an active long or short position with respect to the likelihood of a particular referenced obligation’s default that the Fund does not own.

Credit default swap agreements on credit indices involve one party making a stream of payments to another party in exchange for the right to receive a specified return in the event of a write-down, principal shortfall, interest shortfall or default of all or part of the referenced entities comprising the credit index. A credit index is a basket of credit instruments or exposures designed to be representative of some part of the credit market as a whole. These indices are made up of reference credits that are judged by a poll of dealers to be the most liquid entities in the credit default swap market based on the sector of the index. Components of the indices may include, but are not limited to, investment grade securities, high yield securities, asset-backed securities, emerging markets, and/or various credit ratings within each sector. Credit indices are traded using credit default swaps with standardized terms including a fixed spread and standard maturity dates. An index credit default swap references all the names in the index, and if there is a default, the credit event is settled based on that name’s weight in the index. The composition of the indices changes periodically, usually every six months, and for most indices, each name has an equal weight in the index. The Fund may use credit default swaps on credit indices to hedge a portfolio of credit default swaps or bonds, which is less expensive than it would be to buy many credit default swaps to achieve a similar effect. Credit default swaps on indices are benchmarks for protecting investors owning bonds against default, and traders use them to speculate on changes in credit quality.

Implied credit spreads, represented in absolute terms, utilized in determining the market value of credit default swap agreements on corporate issues, sovereign issues of an emerging country or U.S. municipal issues as of period end are disclosed in the Notes to the Schedule of Investments and serve as an indicator of the current status of the payment/performance risk and represent a market participant view of the likelihood or risk of default for the underlying referent security to credit derivative. The implied credit spread of a particular referenced entity reflects the cost of buying/selling protection and may include upfront payments required to be made to enter into the agreement. For credit default swap agreements on asset-backed securities and credit indices, the quoted market prices and resulting values serve as the indicator of the

57

American Beacon Flexible Bond Fund^SM

Notes to Financial Statements

February 28, 2014 (Unaudited)

current status of the payment/performance risk. Wider credit spreads represent a deterioration of the referenced entity’s credit soundness and a greater likelihood or risk of default or other credit event occurring as defined under the terms of the agreement.

The maximum potential amount of future payments (undiscounted) that the Fund as a seller of protection could be required to make under a credit default swap agreement would be an amount equal to the notional amount of the agreement. Notional amounts of each individual credit default swap agreements outstanding as of February 28, 2014 for which the Fund is the seller of protection is disclosed in the Notes to the Schedule of Investments. These potential amounts would be partially offset by any recovery values of the respective referenced obligations, upfront payments received upon entering into the agreement, or net amounts received from the settlement of buy protection credit default swap agreements entered into by the Fund for the same referenced entity or entities.

For the six months ended February 28, 2014, the Fund entered into credit default swaps primarily for return enhancement hedging and exposing cash to markets.

The Fund’s credit default swap contract notional amounts outstanding fluctuate throughout the operating year as required to meet the strategic requirements. The following table illustrates the quarterly volume of credit default swap contracts. For the purpose of this disclosure, the volume is measured by the notional amounts outstanding at each quarter end (in thousands).

	Credit Default Swap Notional Amounts Outstanding
For the Quarter Ended	August 31, 2013		February 28, 2014
Flexible Bond	$	10,720	$	103,917

Interest Rate Swap Agreements

The Fund is subject to interest rate risk exposure in the normal course of pursuing its investment objectives. Because the Fund holds fixed rate bonds, the value of these bonds may decrease if interest rates rise. To help hedge against this risk and to maintain its ability to generate income at prevailing market rates, the Fund may enter into interest rate swap agreements. Interest rate swap agreements involve the exchange by the Fund with another party of their respective commitments to pay or receive interest with respect to the notional amount of principal.

For the six months ended February 28, 2014, the Fund entered into interest rate swaps primarily for return enhancement, hedging and exposing cash to markets.

The Fund’s interest rate swap contract notional amounts outstanding fluctuate throughout the operating year as required to meet the strategic requirements. The following table illustrates the quarterly volume of interest rate swap contracts. For the purpose of this disclosure, the volume is measured by the notional amounts outstanding at each quarter end (in thousands).

	Interest Rate Swap Notional Amounts Outstanding
For the Quarter Ended	August 31, 2013		February 28, 2014
Flexible Bond	$	7,724,687	$	9,805,658

Over-the Counter Swap Agreements

OTC financial derivative instruments such as forward currency contracts, options contracts, interest rate, and credit default swap agreements derive their value from underlying asset prices, indices, reference rates and other inputs or a combination of these factors. These instruments are valued using evaluated prices furnished by a pricing service selected by the Board. In certain cases, when a valuation is not readily available from a pricing service, the Fund’s Manager may provide a valuation. Depending on the instrument and the terms of the transaction, the value of the derivative instrument can be determined by a pricing service or Manager using a series of techniques, including simulation pricing models. The pricing models use inputs, such

58

American Beacon Flexible Bond Fund^SM

Notes to Financial Statements

February 28, 2014 (Unaudited)

as issuer details, indices, spreads, interest rates, yield curves, dividends, and exchange rates, that are observed from actively quoted markets. Derivative instruments that use valuation techniques and inputs similar to those described above are normally categorized as Level 2 in the fair value hierarchy.

Inflation Swap Agreements

An inflation swap involves the use of inflation derivatives (or inflation-indexed derivatives) to transfer inflation risk from one party to another. The derivatives used may be over-the-counter or exchange-traded derivatives. Inflation swaps frequently include real rate swaps, such as asset swaps of inflation-indexed bonds. Inflation swaps are simply a linear form of such derivatives. Real rate swaps consist of the nominal interest swap rate minus the corresponding inflation swap.

In an inflation swap, one party pays a fixed rate on a notional principal amount, while the other party pays a floating rate linked to an inflation index, such as the Consumer Price Index (CPI). The party paying the floating rate pays the inflation adjusted rate multiplied by the notional principal amount.

There are three main types of inflation swap. In a standard interbank inflation-linked swap, or zero-coupon inflation-linked swap, cash flow is exchanged on the maturity date. This swap pays out the exact value of the cumulative inflation for a fixed capital sum over a determined period.

In a year-on-year inflation-linked swap, inflation is used on an annual basis rather than a cumulative one. Typically, an inflation swap is priced on a zero-coupon basis, with payment exchanged upon maturity. One party pays the compound fixed rate, while the other pays the actual inflation rate for the term of the swap. In Europe, inflation swaps are typically paid on a year-on-year basis where the year-on-year rate of change of the price index is paid. In the United States, payment is more typically on a month-on-month basis, although the inflation rate used is still the year-on-year rate.

In an inflation-linked income swap two cash flows are exchanged, each of which follows the inflation index. One party pays a fixed inflation increase annually over the period of the contract. The other party pays the actual inflation over the period of the contract. The swap itself consists of a series of zero-coupon swaps. Other traded inflation derivatives include caps, floors, and straddles, which are usually priced against year-on-year swaps.

Forward Foreign Currency Contracts

The Fund may enter into forward foreign currency contracts to hedge the exchange rate risk on investment transactions or to hedge the value of the Fund’s securities denominated in foreign currencies. Forward foreign currency contracts are valued at the forward exchange rate prevailing on the day of valuation. The Fund bears 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 Fund also bears the credit risk if the counterparty fails to perform under the contract.

For the six months ended February 28, 2014, the Fund entered into foreign currency exchange contracts primarily for return enhancement and hedging.

The Fund’s foreign currency contract notional dollar values outstanding fluctuate throughout the operating year as required to meet strategic requirements. The following tables illustrate the quarterly volume of foreign currency contracts. For the purpose of this disclosure, volume is measured by the amounts bought and sold in USD (in thousands).

	Outstanding Contract Amounts Bought
For the Quarter Ended	August 31, 2013		February 28, 2014
Flexible Bond	$	46,668	$	78,125

59

American Beacon Flexible Bond Fund^SM

Notes to Financial Statements

February 28, 2014 (Unaudited)

	Outstanding Contract Amounts Sold
For the Quarter Ended	August 31, 2013		February 28, 2014
Flexible Bond	$	177,056	$	174,715

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 a portion of the face value of the futures contract. The Fund usually reflects this amount on the Schedule of Investments as a U.S. Treasury Bill held as collateral for futures contracts or as Cash deposited with broker on the Statement 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.

For the six months ended February 28, 2014, the Fund entered into future contracts primarily for return enhancement, hedging and exposing cash to markets.

The Fund’s futures contracts outstanding fluctuate throughout the operating year as required to meet strategic requirements. The following table illustrates the quarterly volume of futures contracts. For purpose of this disclosure, volume is measured by contracts outstanding at period end.

	Number of Contracts Outstanding
For the Quarter Ended	August 31, 2013		February 28, 2014
Flexible Bond		9		27

The following is a summary of the fair valuations of the Fund’s derivative instruments categorized by risk exposure⁽¹⁾⁽³⁾:

Fair values of financial instruments on the Statement of Assets and Liabilities as of February 28, 2014 (in thousands):

	Derivatives not accounted for as hedging instruments
	Credit contracts			Foreign exchange contracts			Interest rate contracts			Equity contracts		Total
Assets:
Unrealized appreciation of foreign currency contracts	$	—		$	1,059		$	—		$	—	$	1,059
Receivable for variation margin from open futures contracts(2)		—			—			63			—		63
Unrealized appreciation from swap agreements		192			—			1,728			—		1,920
Purchased options and swaptions outstanding		—			1,477			2,097			—		3,574
	$	192		$	2,536		$	3,888		$	—	$	6,616
Liabilities:
Unrealized depreciation of foreign currency contracts	$	—		$	(2,507	)	$	—		$	—	$	(2,507	)
Payable for variation margin from open futures contracts(2)		—			—			(1,025	)		—		(1,025	)
Unrealized depreciation from swap agreements		(1,006	)		—			(2,084	)		—		(3,090	)
Written options and swaptions outstanding		(2	)		(1,001	)		(1,215	)		—		(2,218	)
	$	(1,008	)	$	(3,508	)	$	(4,324	)	$	—	$	(8,840	)

60

American Beacon Flexible Bond Fund^SM

Notes to Financial Statements

February 28, 2014 (Unaudited)

The effect of financial derivative instruments on the Statement of Operations for the year ended February 28, 2014 (in thousands):

	Derivatives not accounted for as hedging instruments
	Credit contracts			Foreign exchange contracts			Interest rate contracts			Total
Realized gain (loss) of derivatives recognized as a result from operations:
Net realized gain (loss) from foreign currency transactions	$	—		$	(1,613	)	$	—		$	(1,613	)
Net realized gain (loss) from futures contracts		—			—			(1,383	)		(1,383	)
Net realized gain (loss) from swap agreements		15			2			486			503
Net realized gain (loss) from option and swaption contracts		—			(251	)		73			(178	)
	$	15		$	(1,862	)	$	(824	)	$	(2,671	)
Net change in unrealized appreciation or (depreciation) of derivatives recognized as a result from operations:
Change in net unrealized appreciation or (depreciation) from foreign currency contracts	$	—		$	(431	)	$	—		$	(431	)
Change in net unrealized appreciation or (depreciation) from futures contracts		—			175			(1,394	)		(1,219	)
Change in net unrealized appreciation or (depreciation) from swap agreements		(722	)		—			(214	)		(936	)
Change in net unrealized appreciation or (depreciation) from option and swaption contracts		—			129			(94	)		35
	$	(722	)	$	(127	)	$	(1,702	)	$	(2,551	)

(1) See Note 3 in the Notes to Financial Statements for additional information.

(2) Includes cumulative appreciation or (depreciation) of futures contracts as reported in the Schedule of Investment footnotes. Only current day’s variation margin in reported within the Statement of Assets and Liabilities.

(3) The volume of derivative activity described above is reflective of the derivative activity through the current period of operations.

6. Principal Risks

In the normal course of business the Portfolios trade financial instruments and enter into financial transactions where risk of potential loss exists. Security values fluctuate (market risk) and may decline due to factors affecting securities markets in general, particular industries represented in the securities markets or conditions specifically related to a particular company. Failure of the other party to a transaction to perform (credit risk), for example by not making principal and interest payments when due, reduces the value of the issuer’s debt and could reduce the Portfolios’ income. Similar to credit risk, the Portfolios may be exposed to counterparty risk, or the risk that an institution or other entity with which the Portfolios have unsettled or open transactions will fail to make required payments or otherwise comply with the terms of the instrument, transaction or contract. The potential loss could exceed the value of the financial assets recorded in the financial statements. Some of the Portfolios’ investments may be illiquid and the Portfolios may not be able to vary the portfolio investments in response to changes in economic and other conditions. If a Portfolio is required to liquidate all or a portion of its investments quickly, the Portfolio may realize significantly less than the value at which it previously recorded those investments.

Market Risks

The Funds’ investments in financial derivatives and other financial instruments expose the Funds to various risks such as, but not limited to, interest rate, foreign currency and equity risks.

Interest rate risk is the risk that fixed income securities will decline in value because of changes in interest rates. As nominal interest rates rise, the value of certain fixed income securities held by the Fund is likely to decrease. A nominal interest rate can be described as the sum of a real interest rate and an expected inflation rate. Fixed income securities with longer durations tend to be more sensitive to changes in interest rates, usually making them more volatile than securities with shorter durations. Duration is useful primarily as a measure of the sensitivity of a fixed income’s market price to interest rate (i.e. yield) movements.

If the Fund invests directly in foreign currencies or in securities that trade in, and receive revenues in, foreign currencies, or in financial derivatives that provide exposure to foreign currencies, it will be subject to the risk that those currencies will decline in value relative to the base currency of the Fund, or, in the case of

61

American Beacon Flexible Bond Fund^SM

Notes to Financial Statements

February 28, 2014 (Unaudited)

hedging positions, that the Fund’s base currency will decline in value relative to the currency being hedged. Currency rates in foreign countries may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention (or the failure to intervene) by U.S. or foreign governments, central banks or supranational entities such as the International Monetary Fund, or by the imposition of currency controls or other political developments in the United States or abroad. As a result, the Fund’s investments in foreign currency denominated securities may reduce the returns of the Fund.

The fair values of equities, such as common stocks and preferred securities or equity related investments such as futures and options, may decline due to general market conditions which are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. They may also decline due to factors which affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. Equity securities and equity related investments generally have greater market price volatility than fixed income securities.

Credit and Counterparty Risks

The Fund will be exposed to credit risk on parties with whom it trades and will also bear the risk of settlement default. The Fund minimizes concentrations of credit risk by undertaking transactions with a large number of customers and counterparties on recognized and reputable exchanges. The Fund could lose money if the issuer or guarantor of a fixed income security, or the counterparty to a financial derivatives contract, repurchase agreement or a loan of portfolio securities, is unable or unwilling to make timely principal and/or interest payments, or to otherwise honor its obligations. Securities are subject to varying degrees of credit risk, which are often reflected in credit ratings.

Similar to credit risk, the Fund may be exposed to counterparty risk, or the risk that an institution or other entity with which the Fund has unsettled or open transactions will default. Financial assets, which potentially expose the Fund to counterparty risk, consist principally of cash due from counterparties and investments. Furthermore, to the extent that unpaid amounts owed to the Fund exceed a predetermined threshold agreed to with the counterparty, such counterparty shall advance collateral to the Fund in the form of cash or cash equivalents equal in value to the unpaid amount owed to the Fund. The Fund may invest such collateral in securities or other instruments and will typically pay interest to the counterparty on the collateral received. If the unpaid amount owed to the Fund subsequently falls, the Fund would be required to return to the counterparty all or a portion of the collateral previously advanced to the Fund

All transactions in listed securities are settled/paid for upon delivery using approved counterparties. The risk of default is considered minimal, as delivery of securities sold is only made once the Fund has received payment. Payment is made on a purchase once the securities have been delivered by the counterparty. The trade will fail if either party fails to meet its obligation.

The Fund is subject to various Master Agreements, which govern the terms of certain transactions with select counterparties. These Master Agreements reduce the counterparty risk associated with relevant transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Since different types of forward and OTC derivative transactions have different mechanics and are sometimes traded out of different legal entities of a particular counterparty organization, each type of transaction may be covered by a different Master Agreement and result in the need for multiple agreements with a single counterparty. Therefore, exposure cannot be netted and collateralized across all types of transactions. Exposures can only be netted across transactions governed under the same Master Agreement with the same legal entity.

Master Agreements can also help limit counterparty risk by specifying collateral posting arrangements at pre-arranged exposure levels. Under the Master Agreements, collateral is routinely transferred if the total net exposure to certain transactions (net of existing collateral already in place) governed under the relevant

62

American Beacon Flexible Bond Fund^SM

Notes to Financial Statements

February 28, 2014 (Unaudited)

master agreement with a counterparty in a given account exceeds a specified threshold, which typically ranges from zero to $250,000 depending on the counterparty and the type of Master Agreement. United States Treasury bills and US dollar cash are generally the preferred forms of collateral, although other forms of AAA rated paper may be used. The Fund’s overall exposure to counterparty risk can change substantially within a short period, as it is affected by each transaction subject to the relevant Master Agreement. Master Repurchase Agreements (“Master Repo Agreements”) govern transactions between the Fund and select counterparties. The Master Repo Agreements maintain provisions for, among other things, initiation, income payments, events of default, and maintenance of collateral for Repurchase Agreements.

Master Securities Forward Transaction Agreements (“Master Forward Agreements”) govern the considerations and factors surrounding the settlement of certain purchases and sales made on a delayed-delivery basis by and between the Fund and select counterparties. The Master Forward Agreements maintain provisions for, among other things, initiation and confirmation, payment and transfer, events of default, termination, and maintenance of collateral.

International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreements”) govern OTC financial derivative transactions entered into by the Fund and those counterparties. The ISDA Master Agreements maintain provisions for general obligations, representations, agreements, collateral and events of default or termination. Events of termination include conditions that may entitle counterparties to elect to terminate early and cause settlement of all outstanding transactions under the applicable ISDA Master Agreement. Any election to early terminate could be material to the financial statements. The fair value of OTC financial derivative transactions net of collateral received in or pledged by counterparty as of period end is disclosed in the Notes to the Schedule of Investments.

Offsetting Assets and Liabilities

The Funds are parties to enforceable master netting agreements between brokers and counterparties, such as ISDA, Master Repo Agreements and Master Forward Agreements which provide for the right to offset under certain circumstances. The Funds employ multiple money managers and counterparties and have elected not to offset qualifying financial and derivative instruments on the Statements of Assets and Liabilities, as such all financial and derivative instruments are presented on a gross basis. The impacts of netting arrangements that provide the right to offset are detailed below. The net amount represents the net receivable or payable that would be due from or to the counterparty in the event of default. Exposure from borrowings and other financing agreements such as repurchase agreements can only be netted across transactions governed by the same Master Agreement with the same legal entity. All amounts reported below represent the balance as of the report date, February 28, 2014 (in thousands).

Flexible Bond Fund

Offsetting of Financial Assets and Derivative Assets as of February 28, 2014

Description	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Assets and Liabilities		Net Amounts of Assets Presented in the Statement of Assets and Liabilities
Futures Contracts	$	63	$	—	$	63
Swap Agreements		1,920		—		1,920
Purchased Options and Swaptions Outstanding		3,574		—		3,574
Foreign Currency Contracts		1,059		—		1,059
	$	6,553	$	—	$	6,553

63

American Beacon Flexible Bond Fund^SM

Notes to Financial Statements

February 28, 2014 (Unaudited)

Offsetting of Financial Liabilities and Derivative Liabilities as of February 28, 2014

Description	Gross Amounts of Recognized Liabilities			Gross Amounts Offset in the Statement of Assets and Liabilities		Net Amounts of Liabilities Presented in the Statement of Assets and Liabilities
Futures Contracts	$	(1,025	)	$	—	$	(1,025	)
Swap Agreements		(3,090	)		—		(3,090	)
Purchased Options and Swaptions Outstanding		(2,218	)		—		(2,218	)
Foreign Currency Contracts		(2,507	)		—		(2,507	)
	$	(8,840	)	$	—	$	(8,840	)

Financial Assets, Derivative Assets, and Collateral Pledged by Counterparty as of February 28, 2014

	Net amount of Assets Presented in the Statement of Assets and Liabilities			Gross Amounts Not Offset in the Statement of Assets and Liabilities
Counterparty				Financial Instruments		Cash Collateral Received		Net Amount
Bank of America, N.A.	$	(535	)	$	—	$	—	$	(535	)
Barclays Bank PLC		29			—		127		—
Barclays Capital		(36	)		—		—		(36	)
BNP Paribas, N.A.		8,755			—		8,800		—
CitiBank, N.A		(1,283	)		—		685		(598	)
Credit Suisse International		(99	)		—		352		—
Deutsche Bank AG		(243	)		—		173		(70	)
Goldman Sachs Bank USA		(307	)		—		55		(252	)
Goldman Sachs International		(17	)		—		—		(17	)
HSBC Bank PLC		(0	)*		—		—		(0	)*
HSBC Bank USA		(34	)		—		—		(34	)
JPMorgan Chase Bank, N.A.		154			—		—		—
Morgan Stanley & Co. Inc.		(51	)		—		210		—
Royal Bank of Scotland		(16	)		—		—		(16	)
UBS AG		113			—		—		—
	$	6,430		$	—	$	10,402	$	(1,558	)

* We note this position is a net position less than $500.

7. Federal Income and Excise Taxes

It is the policy of the Fund to qualify as a regulated investment company (“RIC”), by complying with all applicable provisions of Subchapter M of the Internal Revenue Code, as amended, 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.

The Fund does not have any unrecognized tax benefits in the accompanying financial statements. The tax periods ended August 31, 2011, 2012, and 2013 remain 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 expense” on the Statement of Operations.

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

The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on returns of income earned or gains realized or repatriated. Taxes are accrued and applied to net investment income, net realized capital gains and net unrealized appreciation or depreciation, as applicable, as the income is earned or capital gains are recorded.

64

American Beacon Flexible Bond Fund^SM

Notes to Financial Statements

February 28, 2014 (Unaudited)

The tax character of distributions paid was as follows (in thousands):

	Six Months ended February 28, 2014		Year ended August 31,2013
	(unaudited)
Distributions paid from:
Ordinary income*:
Institutional Class	$	1,156	$	699
Y Class		302		454
Investor Class		341		826
A Class		234		463
C Class		30		156
Tax Basis Return of Capital:
Institutional Class		1,025		91
Y Class		253		196
Investor Class		349		411
A Class		275		210
C Class		92		93
Total distributions paid	$	4,057	$	3,599

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

As of February 28, 2014, the components of distributable earnings (deficits) on a tax basis were as follows (in thousands):

Cost basis of investments for federal income tax purposes**	$	289,864
Unrealized appreciation		22,160
Unrealized depreciation		(22,602	)
Net unrealized appreciation or (depreciation)		(442	)
Undistributed ordinary income		—
Accumulated long-term gain (loss)		(4,310	)
Other temporary differences		1,346
Distributable earnings or (deficit)	$	(3,406	)

** Includes fair value of swap agreements.

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 or depreciation are attributable primarily to the tax deferral of losses from wash sales and the realization for tax purposes of unrealized gain (losses) on certain derivative instruments.

Due to inherent differences in the recognition of income and expenses and realized gains (losses) under U.S. GAAP and federal tax regulation, 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 foreign currency and income from publicly traded partnerships that have been reclassified as of February 28, 2014 (in thousands):

Paid-in-capital	$	(2,839	)
Undistributed net investment income		1,052
Accumulated net realized gain (loss)		1,787
Unrealized appreciation (depreciation) of investments, futures contracts, option and swaption contracts and foreign currency translations		—

Under the Regulated Investment Company Modernization Act of 2010 (the “RIC MOD”), net capital losses recognized by Funds in taxable years beginning after December 22, 2010 are carried forward indefinitely and retain their character as short-term and/ or long-term losses. Prior to RIC MOD, net capital losses incurred by the Funds were carried forward for eight years and treated as short-term losses. RIC MOD requires that post-enactment net capital losses be used before pre-enactment net capital losses.

65

American Beacon Flexible Bond Fund^SM

Notes to Financial Statements

February 28, 2014 (Unaudited)

As of February 28, 2014, the Fund has $3,129 short-term and $1,170 long term post RIC MOD capital loss carryforwards (in thousands).

8. Investment Transactions

The aggregate cost of purchases and proceeds from sales of investments other than short-term obligations for the six months ended February 28, 2014 were (in thousands)

	Purchases		Sales
Securities	$	253,105	$	243,502
U.S. Treasury Obligations		52,156		71,561

9. Option Contracts Written

The premium amount and number of option contracts written during the six months ended February 28, 2014 were as follows (dollars in thousands):

	Number of Contracts			Notional Amount			Amount of Premiums
Outstanding at August 31, 2013		(3,833,566	)	$	(3,834,428	)	$	(888	)
Options written		(2,128,446	)		(2,137,065	)		(3,628	)
Options expired		91,454			1,909,321			791
Options exercised		6,100			6,100			46
Options closed		1,908,461			94,226			957
Outstanding at February 28, 2014		(3,955,997	)	$	(3,961,846	)	$	(2,722	)

10. Capital Share Transactions

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

For the Six Months ended February 28, 2014

	Institutional Class						Y Class						Investor Class
	Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		3,395		$	34,690			861		$	8,804			950		$	9,706
Reinvestment of dividends		211			2,147			50			515			66			671
Shares redeemed		(815	)		(8,325	)		(1,464	)		(14,979	)		(2,297	)		(23,409	)
Net increase (decrease) in shares outstanding		2,791		$	28,512			(553	)	$	(5,660	)		(1,281	)	$	(13,032	)

	A Class						C Class
	Shares			Amount			Shares			Amount
Shares sold		670		$	6,818			100		$	1,017
Reinvestment of dividends		40			409			10			104
Shares redeemed		(1,146	)		(11,640	)		(410	)		(4,154	)
Net (decrease) in shares outstanding		(436	)	$	(4,413	)		(300	)	$	(3,033	)

66

American Beacon Flexible Bond Fund^SM

Notes to Financial Statements

February 28, 2014 (Unaudited)

For the year ended August 31, 2013

	Institutional Class						Y Class						Investor Class
	Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		12,251		$	127,889			3,671		$	38,660			5,973		$	63,335
Reinvestment of dividends		73			763			58			607			105			1,102
Shares redeemed		(1,108	)		(11,726	)		(1,076	)		(11,315	)		(2,611	)		(27,311	)
Net increase in shares outstanding		11,216		$	116,926			2,653		$	27,952			3,467		$	37,126

	A Class						C Class
	Shares			Amount			Shares			Amount
Shares sold		3,693		$	38,967			1,113		$	11,697
Reinvestment of dividends		48			500			16			168
Shares redeemed		(660	)		(6,891	)		(155	)		(1,605	)
Net increase in shares outstanding		3,081		$	32,576			974		$	10,260

67

American Beacon Flexible Bond Fund^SM

Financial Highlights

(For a share outstanding throughout the period) (Unaudited)

	Institutional Class												Y Class
	Six Months Ended Feb. 28, 2014			Year Ended August 31,						July 5 to Aug. 31, 2011			Six Months Ended Feb. 28, 2014			Year Ended August 31,						July 5 to Aug. 31, 2011
				2013			2012									2013			2012
	(unaudited)												(unaudited)
Net asset value, beginning of period	$	10.21		$	10.48		$	10.05		$	10.00		$	10.22		$	10.51		$	10.05		$	10.00
Income from investment operations:
Net investment income (loss)		0.11			0.34			0.02			0.02			0.06			0.22			0.10			0.02
Net gains (losses) from investments (both realized and unrealized)		0.03			(0.24	)		0.59			0.05			0.07			(0.15	)		0.53			0.05
Total income (loss) from investment operations		0.14			0.10			0.61			0.07			0.13			0.07			0.63			0.07
Less distributions:
Dividends from net investment income		(0.08	)		(0.23	)		(0.18	)		(0.02	)		(0.08	)		(0.22	)		(0.17	)		(0.02	)
Distributions from net realized gains on securities		(0.07	)		(0.14	)		—			—			(0.07	)		(0.14	)		—			—
Return of capital		—			—			—			0.00	A		—			—			—			—
Total distributions		(0.15	)		(0.37	)		(0.18	)		(0.02	)		(0.15	)		(0.36	)		(0.17	)		(0.02	)
Net asset value, end of period	$	10.20		$	10.21		$	10.48		$	10.05		$	10.20		$	10.22		$	10.51		$	10.05
Total return B		1.40	%C		0.83	%		6.34	%		0.70	%C		1.26	%C		0.58	%		6.20	%		0.69	%C
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	155,663		$	127,322		$	13,095		$	28,105		$	34,177		$	39,898		$	13,132		$	144
Ratios to average net assets:
Expenses, before reimbursements		1.12	%D		1.22	%		1.42	%		3.58	%D		1.20	%D		1.26	%		1.49	%		18.27	%D
Expenses, net of reimbursements		0.90	%D		0.90	%		0.90	%		—	%D		0.99	%D		0.99	%		0.99	%		—	%D
Net investment income (loss), before reimbursements		1.64	%D		0.84	%		0.44	%		(2.37	)%D		1.32	%D		0.91	%		0.54	%		(17.04	)%D
Net investment income (loss), net of reimbursements		1.87	%D		1.15	%		0.96	%		1.20	%D		1.53	%D		1.19	%		1.04	%		1.23	%D
Portfolio turnover rate		98	%C		112	%		88	%		44	%CE		98	%C		112	%		88	%		44	%CE

^A Amount represents less than $0.01 per share.

^B  Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. 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  Not annualized.

^D  Annualized.

^E  Portfolio turnover rate is for the period from July 5, 2011, the inception date, through August 31, 2011.

68

American Beacon Flexible Bond Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

Investor Class												A Class												C Class
	Six Months Ended Feb. 28, 2014			Year Ended August 31,						July 5 to Aug. 31, 2011			Six Months Ended Feb. 28, 2014			Year Ended August 31,						July 5 to Aug. 31, 2011			Six Months Ended Feb. 28, 2014			Year Ended August 31,						July 5 to Aug. 31, 2011
				2013			2012									2013			2012									2013			2012
	(unaudited)												(unaudited)												(unaudited)
	$      10.21		$	10.51		$	10.07		$	10.00		$	10.16		$	10.49		$	10.06		$	10.00		$	10.11		$	10.49		$	10.09		$	10.00
	0.03			0.18			0.09			0.02			0.05			0.21			0.07			0.02			(0.01	)		0.14			0.04			0.02
	0.08			(0.13	)		0.52			0.07			0.06			(0.18	)		0.51			0.06			0.08			(0.19	)		0.48			0.09
	0.11			0.05			0.61			0.09			0.11			0.03			0.58			0.08			0.07			(0.05	)		0.52			0.11
	(0.06)			(0.21	)		(0.17	)		(0.02	)		(0.06	)		(0.22	)		(0.15	)		(0.02	)		(0.02	)		(0.19	)		(0.12	)		(0.02	)
	(0.07)			(0.14	)		—			—			(0.07	)		(0.14	)		—			—			(0.07	)		(0.14	)		—			—
	—			—			—			—			—			—			—			—			—			—			—			—
	(0.13)			(0.35	)		(0.17	)		(0.02	)		(0.13	)		(0.36	)		(0.15	)		(0.02	)		(0.09	)		(0.33	)		(0.12	)		(0.02	)
	$      10.19		$	10.21		$	10.51		$	10.07		$	10.14		$	10.16		$	10.49		$	10.06		$	10.09		$	10.11		$	10.49		$	10.09
	1.12	%C		0.38	%		5.99	%		0.90	%C		1.06	%C		0.16	%		5.70	%		0.80	%C		0.69	%C		(0.54	)%		5.15	%		1.11	%C
	$    42,869		$	56,015		$	21,245		$	277		$	36,881		$	41,376		$	10,387		$	2,064		$	12,237		$	15,292		$	5,641		$	380
	1.38	%D		1.54	%		1.76	%		8.22	%D		1.62	%D		1.67	%		1.93	%		4.49	%D		2.37	%D		2.43	%		2.74	%		9.66	%D
	1.27	%D		1.27	%		1.27	%		—	%D		1.39	%D		1.39	%		1.39	%		—	%D		2.14	%D		2.14	%		2.14	%		—	%D
	1.20	%D		0.65	%		0.30	%		(6.93	)%D		0.99	%D		0.50	%		0.05	%		(3.25	)%D		0.22	%D		(0.24	)%		(0.73	)%		(8.48	)%D
	1.31	%D		0.92	%		0.79	%		1.29	%D		1.22	%D		0.79	%		0.59	%		1.24	%D		0.44	%D		0.04	%		(0.13	)%		1.18	%D
	98	%C		112	%		88	%		44	%CE		98	%C		112	%		88	%		44	%CE		98	%C		112	%		88	%		44	%CE

69

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 Summary 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:

By E-mail:	On the Internet:
american_beacon.funds@ambeacon.com	Visit our website at www.americanbeaconfunds.com
By Telephone:	By Mail:
	American Beacon Funds
Institutional, Y, and Investor Classes	P.O. Box 219643
Call (800) 658-5811	Kansas City, MO 64121-9643
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 Section, 100 F Street, NE, Washington, DC 20549-1520. Information regarding the operation of the SEC’s Public Reference Room may be obtained by calling 202-551-8090. A complete schedule of the Fund’s portfolio holdings is also available at www.americanbeaconfunds.com approximately sixty days after the end of each quarter.	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 August 31 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 American Beacon Flexible Bond Fund are service marks of American Beacon Advisors, Inc.

SAR 2/14

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

President’s Message	1
Performance Overviews	2
Schedule of Investments:
The London Company Income Equity Fund	12
Zebra Global Equity Fund	14
Zebra Small Cap Equity Fund	18
SiM High Yield Opportunities Fund	23
Financial Statements	27
Notes to the Financial Statement	32
Financial Highlights	56
Additional Information	Back Cover

Zebra Global Equity and Zebra Small Cap Equity Funds

At times, certain securities may have limited marketability and may be difficult to sell. The Funds may invest in future contracts which are a type of derivative investment. Investing in derivatives could result in losing more than the amount invested. Investing in foreign securities entails additional risk not associated with domestic securities, such as currency fluctuations, economic and political instability and differences in accounting standards. The Funds may participate in a securities lending program. Zebra Small Cap Equity Fund invests in small and / or mid-sized companies which involves additional risks such as limited liquidity and greater volatility than larger companies.

London Company Income Equity Fund

The Fund’s primary risks include focused holdings risk, interest rate risk, small and medium capitalization risk, foreign exposure risk, future contracts risk, dividend risk and credit risk. These risks may expose the Fund’s investments to greater price fluctuations than the market as a whole. Because the Fund is a focused portfolio of fewer companies, the increase or decrease of the value of a single stock may have a greater impact on the Fund’s NAV and total return when compared to other diversified funds. 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 small and mid-capitalization companies involves greater risk and the possibility of greater price volatility than investing in larger capitalization and more established companies. 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 Fund may invest in futures contracts which are a type of derivative investment. Investing in derivatives could result in losing more than the amount invested. Investing in dividend-paying stocks entails dividend risk, which is the risk that a stock may not experience the same level of earnings growth or capital appreciation as non-dividend paying stocks. Credit risk is the risk that the decline in an issuer’s credit rating may have an adverse impact on the value of that security.

SiM High Yield Opportunities Fund

This Fund typically invests in a variety of domestic and foreign high-yield, high risk securities. 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. These risks are enhanced through the use of derivative securities, foreign and emerging markets securities.

Please see the prospectus for a more complete discussion of the risks of investing in these Funds.

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 February 28, 2014

Dear Shareholders,   One of the themes that has permeated the investing landscape over the past few years has been the notion of a “risk-on, risk-off” market. The idea is that changes in asset prices are, at least in part, driven by changes in risk tolerance on the part of investors. In a “risk-on” period, investors are willing to choose higher risk/reward investments.   That appears to be the environment we have been dealing with in recent times. While plain-vanilla corporate and government bonds didn’t do well at all in 2013 – the benchmark Barclays Capital U.S. Aggregate Index (“the Barclays Agg”) declined for only the third time in its history – stocks soared. For the six months under review, the Russell 1000 Index (representing large-cap stocks) rose by 15.67%, while the Russell 2000 Index (representing small caps) rose by

17.75%. Global stocks, which are often perceived as riskier than domestic equities, did almost as well, returning 14.67% for the period as measured by the MSCI World Index.

But it’s important to remember that equities aren’t the only “risk-on” asset. High-yield bonds, which aren’t covered by the Barclays Agg, tend to have risk-return characteristics closer to equities than to other types of corporate or government bonds. The Merrill Lynch/Bank of America US High Yield Master II Index, which serves as a benchmark for the high-yield universe, returned 7.41% for the period.

American Beacon Advisors is proud to offer mutual funds that cover all these asset classes. For the six months ended February 28, 2014:

• American Beacon The London Company Income Equity Fund (Investor Class) returned 11.03%.

• American Beacon Zebra Global Equity Fund (Investor Class) returned 11.98%.

• American Beacon Zebra Small Cap Equity Fund (Investor Class) returned 13.12%.

• American Beacon SiM High Yield Opportunities Fund (Investor Class) returned 7.82%.

Thank you for your continued investment in the American Beacon Funds. For additional information about our Funds 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

American Beacon The London Company Income Equity Fund^SM

Performance Overview

February 28, 2014 (Unaudited)

The Investor Class of the American Beacon The London Company Income Equity Fund (the “Fund”) returned 11.03% for the six months ended February 28, 2014. The Fund underperformed the Russell 1000 Value Index (the “Index”) return of 13.46% for the same period.

Total Returns for the Period ended 2/28/2014

	6 Months*			1 Year			Since Inception (5/29/2012)
Institutional Class (1,2,4)		11.11	%		18.66	%		18.77	%
Y Class (1,2,4)		11.18	%		18.63	%		18.75	%
Investor Class (1,2,4)		11.03	%		18.32	%		18.42	%
A Class with sales charge (1,2,4)		4.66	%		11.34	%		14.33	%
A Class without sales charge (1,2,4)		11.01	%		18.17	%		18.25	%
C Class with sales charge (1,2,4)		9.57	%		16.37	%		17.37	%
C Class without sales charge (1,2,4)		10.57	%		17.37	%		17.37	%
Russell 1000 Value Index (3)		13.46	%		23.44	%		22.81	%

* 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 is not 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 Class shares have a maximum sales charge of 5.75%. The maximum contingent deferred sales charge for the C Class is 1.00% for shares redeemed within one year of the date of purchase.

2. A portion of the fees charged to each Class of the Fund was waived and/or reimbursed since inception. Performance prior to waiving and/or reimbursing fees was lower than the actual returns shown since inception. A portion of the fees charged to the Investor Class of the Fund were recovered in 2014, performance prior to recovering fees would have been higher than the actual returns shown.

3. 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. One cannot directly invest in an index.

4. 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 1.14%, 1.10%, 1.55%, 1.60%, and 2.27%, 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’s underperformance relative to the Index was driven primarily by weaker security selection among the various economic sectors as the relative weightings among the sectors proved to modestly benefit the Fund. During the six-month period, returns were positive across all but one sector for both the Fund and the Index. At least half of the sectors for both also generated double-digit returns.

The Fund’s security selection within the Financials sector was one of the strongest headwinds to the Fund’s relative returns. Federated Investors (up 1.8%), while generating a positive return, did not keep pace with the Index and was the largest detractor for the Financials sector. Security selection in the Information Technology sector also detracted from returns. CISCO Systems (down 5.8%) and IBM (up 2.6%) were two of the Fund’s weaker performers in that sector.

An underweight allocation to the Energy sector in conjunction with an overweight allocation to the Materials sector had a modest benefit to the Fund’s return relative to the Index. Given the Fund’s portfolio construction approach and high conviction weightings across securities, the Fund’s over or underweight positioning relative to the economic sectors is expected to have less of an impact on relative returns over longer periods.

The sub-advisor’s investment process continues to focus on downside protection, current income and capital appreciation.

Top Ten Holdings (% Net Assets)
Hasbro, Inc.		4.3
General Dynamics Corp.		4.1
Wells Fargo & Co.		4.1
Pfizer, Inc.		4.0
Albemarle Corp.		3.9
Kinder Morgan Management LLC		3.7
Lorillard, Inc.		3.7
BlackRock, Inc.		3.6
Corning, Inc.		3.5
NewMarket Corp.		3.4
Total Fund Holdings	37

2

American Beacon The London Company Income Equity Fund^SM

Performance Overview

February 28, 2014 (Unaudited)

Sector Allocation (% Equities)
Financials	18.6
Information Technology	15.7
Consumer Staples	12.6
Health Care	11.6
Consumer Discretionary	10.8
Materials	10.0
Utilities	8.8
Energy	5.5
Industrials	4.2
Telecommunication Services	2.2

3

American Beacon Zebra Global Equity Fund^SM

Performance Overview

February 28, 2014 (Unaudited)

The Investor Class of the American Beacon Zebra Global Equity Fund (the “Fund”) returned 11.98% for the six-month period ended February 28, 2014, underperforming the MSCI World Index (the “Index”) return of 14.67% for the same period.

Total Returns for the Period ended 2/28/2014

	6 Months*			1 Year			3 Years			Since Inception (6/1/2010)
Institutional Class (1,3,5)		12.23	%		19.11	%		10.55	%		15.30	%
Y Class (1,3,5)		12.21	%		19.02	%		10.47	%		15.23	%
Investor Class (1,3,5)		11.98	%		18.59	%		10.16	%		14.87	%
A Class with sales charge (1,3,5)		5.53	%		11.62	%		7.88	%		12.95	%
A Class without sales charge (1,3,5)		11.95	%		18.46	%		10.03	%		14.75	%
C Class with sales charge (1,2,3,5)		10.56	%		16.63	%		9.25	%		13.97	%
C Class without sales charge (1,2,3,5)		11.56	%		17.63	%		9.25	%		13.97	%
MSCI World Index (4)		14.67	%		21.68	%		21.68	%		15.10	%
Russell 1000/ MSCI World Linked Index (4)		14.67	%		21.68	%		21.68	%		17.35	%
Russell 1000 Index (4)		15.67	%		26.34	%		14.60	%		17.28	%

* 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 is not 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. A Class shares have a maximum sales charge of 5.75%.

2. Fund performance for the since inception period represents the total returns achieved by the Investor Class from 6/1/10 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 6/1/10. The maximum contingent deferred sales charge is 1.00% for shares redeemed within one year of the date of purchase.

3. A portion of the fees charged to each Class of the Fund was waived and/or reimbursed since inception. Performance prior to waiving and/or reimbursing fees was lower than the actual returns shown since inception.

4. Prior to December 31, 2012, the Fund’s primary benchmark was the Russell 1000 Index, an index that measures the performance of the large-cap segment of the U.S. equity universe. The Fund changed its primary benchmark to the MSCI World Index, because the Fund changed its name and investment strategy. The Russell 1000/MSCI World Linked Index represents returns of the Russell 1000 Index up to December 31, 2012, and the MSCI World Index thereafter. The MSCI World Index is designed to measure the equity market performance of large- and mid-capitalization companies across 24 developed markets countries. The MSCI^® information contained herein: (1) is provided “as is”, (2) is proprietary to MSCI and/or its content providers, (3) may not be used to create any financial instruments or products or any indexes and (4) may not be copied or distributed without MSCI’s express written consent. MSCI disclaims all warranties with respect to the information. Neither MSCI nor its content providers are responsible for any damages or losses arising from any use of this information. Russell 1000 Index is a registered trademark of the Frank Russell Company. One cannot directly invest in an index.

5. 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 2.57%, 2.59%, 2.91%, 2.94%, and 3.75%, 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 from a stock selection standpoint as holdings in the Consumer Discretionary, Consumer Staples, Information Technology and Materials sectors detracted from performance. In the Consumer Discretionary sector, LKQ (down 4.7%), PetSmart (down 4.4%) and Mattel (down 6.5%) detracted the most value relative to the Index. Japan Tobacco (down 5.4%) and Suedzucker (down 13.7%) were the largest detractors in the Consumer Staples sector. Not owning Google and Facebook, which were up 43.5% and 65.8%, respectively in the Index, negatively impacted performance in the Information Technology sector. In the Materials sector, IAMGOLD (down 38.6%) and Fresnillo (down 19.9%) hurt performance. The aforementioned poor performance was slightly offset by good stock selection in the Industrials sector. In the Industrials sector, ACCIONA (up 55.8%), Xylem (up 59.7%) and Cintas (up 28.5%) were the largest contributors.

4

American Beacon Zebra Global Equity Fund^SM

Performance Overview

February 28, 2014 (Unaudited)

From a country perspective, the Fund’s U.S.-based companies were the largest detractors from performance. The Fund’s allocations to the United Kingdom, Japan and France added relative value.

The sub-advisor continues to focus on uncovering opportunities by investing in a portfolio of securities that are generally less popular with investors but nevertheless have strong fundamental characteristics. At the same time, the portfolio will be underweight stocks that are heavily followed but have weak fundamentals. This contrarian style has tended to result in a portfolio with very good risk-adjusted returns over time. Even though the strategy does not explicitly seek out low-beta stocks, a by-product of the investment process is often a realized beta of less than 1. Beta is a measure of the Fund’s systematic risk compared to the Index. For example, a beta of 0.90 would indicate that the Fund is expected to provide a 10% less return when the Index increases and a 10% better return when the Index decreases.

For the six month period, the daily beta of the Fund versus the Index was 1.03. Historically, the Fund has exhibited good downside capture characteristics. However, during the six months ending February 28, 2014, the MSCI World Index was down on 49 days and yet the Fund outperformed the Index on only 19 of those days (39% of the time). The sub-advisor believes the Fund’s beta should be lower going forward and that the strategy, and its resulting characteristics, should benefit the Fund’s performance over the longer term.

Top Ten Holdings (% Net Assets)
Nestle S.A.		1.6
Microsoft Corp.		1.3
BHP Billiton Ltd.		1.3
Royal Dutch Shell PLC		1.3
Qualcomm, Inc.		1.2
Exxon Mobil Corp.		1.1
Wal-Mart Stores, Inc.		1.1
International Business Machines Corp.		1.0
Accenture PLC		0.9
British American Tobacco PLC		0.9
Total Fund Holdings	185

Sector Allocation (% Equities)
Financials	14.6
Information Technology	13.9
Consumer Discretionary	13.5
Industrials	13.1
Energy	11.0
Consumer Staples	10.7
Materials	8.5
Health Care	7.2
Utilities	4.2
Telecommunication Services	3.3

Country Allocation (% Equities)
United States	52.5
United Kingdom	8.9
Japan	7.9
France	6.7
Switzerland	4.5
Australia	3.5
Germany	3.4
Canada	3.2
Sweden	1.6
Spain	1.5
Italy	1.3
Belgium	1.1
Ireland	1.0
Hong Kong	1.0
Singapore	0.9
Finland	0.6
Bermuda	0.2
Austria	0.2

5

American Beacon Zebra Small Cap Equity Fund^SM

Performance Overview

February 28, 2014 (Unaudited)

The Investor Class of the American Beacon Zebra Small Cap Equity Fund (the “Fund”) returned 13.12% for the six-month period ended February 28, 2014, underperforming the Russell 2000^® Index (the “Index”) return of 17.75% for the same period.

Total Returns for the Period ended 2/28/2014
	6 Months*			1 Year			3 Years			Since Inception (6/1/2010)
Institutional Class (1,3,5)		13.34	%		28.81	%		14.08	%		18.70	%
Y Class (1,3,5)		13.29	%		28.80	%		13.98	%		18.58	%
Investor Class(1,3,5)		13.12	%		28.36	%		13.66	%		18.23	%
A Class with sales charge (1,3,5)		6.52	%		20.75	%		11.27	%		16.25	%
A Class without sales charge (1,3,5)		13.02	%		28.12	%		13.47	%		18.11	%
C Class with sales charge (1,2,3,5)		11.59	%		26.21	%		12.64	%		17.26	%
C Class without sales charge (1,2,3,5)		12.59	%		27.21	%		12.64	%		17.26	%
Russell 2000 Index (4)		17.75	%		31.56	%		14.41	%		17.98	%

* 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 is not 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 Class shares have a maximum sales charge of 5.75%.

2. Fund performance for the since inception period represents the total returns achieved by the Investor Class from 6/1/10 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 6/1/10. The maximum contingent deferred sales charge is 1.00% for shares redeemed within one year of the date of purchase.

3. A portion of the fees charged to each Class of the Fund was waived and/or reimbursed since inception. Performance prior to waiving and/or reimbursing fees was lower than the actual returns shown since inception.

4. The Russell 2000 Index is an unmanaged index comprised of approximately 2,000 smaller-capitalization stocks from various industrial sectors. Russell 2000 Index is a registered trademark of the Frank Russell Company. One cannot directly invest in an index.

5. 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 2.78%, 2.80%, 3.08%, 3.23%, and 3.96%, 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 primarily due to stock selection, and to a lesser extent, through sector allocation. From a stock selection standpoint, holdings in the Industrials, Energy, Financials and Health Care sectors detracted the most value relative to the Index. Not owning Acuity Brands and Middleby, which were up 65.4% and 59.5%, respectively in the Index, negatively impacted the Fund’s performance in the Industrials sector. In the Energy sector, Calumet Specialty Products (down 11.5%) and Renewable Energy Group (down 2.2%) were the largest detractors. In the Financials sector, EZ Corp (down 24.8%) detracted relative value, as did not owning NorthStar Realty Finance which was up 81.0% in the Index. Not owning several pharmaceutical companies, including Intercept and ISIS which were up 797.5% and 97.4%, respectively in the Index, hurt performance in the Health Care sector. The aforementioned poor performance was slightly offset by good stock selection in the Consumer Discretionary sector where Helen of Troy (up 62.2%), Columbia Sportswear (up 37.6%) and DXP Enterprises (up 50.4%) were the largest contributors.

The Fund’s significant underweight in Health Care, the best performing sector in the Index, detracted more than 45 basis points (0.45%) from performance through sector allocation. An overweight in Consumer Discretionary, one of the poorer performing sectors in the Index, also detracted from the Fund’s returns.

The sub-advisor continues to focus on uncovering opportunities by investing in a portfolio of securities that are generally less popular with investors but nevertheless have strong fundamental characteristics. At the same time the portfolio will be underweight stocks that are heavily followed

6

American Beacon Zebra Small Cap Equity Fund^SM

Performance Overview

February 28, 2014 (Unaudited)

but have weak fundamentals. This contrarian style has tended to result in a portfolio with very good risk-adjusted returns over time. Even though the strategy does not explicitly seek out low-beta stocks, a by-product of the investment process is often a realized beta of less than 1. Beta is a measure of the Fund’s systematic risk compared to the Index. For example, a beta of 0.90 would indicate that the Fund is expected to provide a 10% less return when the Index increases and a 10% better return when the Index decreases.

For the six-month period, the beta of the Fund versus the Index was 0.89. In turn, the Fund exhibited good downside capture characteristics. As an illustration, in the six months ending February 28, 2014, the Index was down on 54 days. The Fund outperformed the Index on 29 of those days (54% of the time). The sub-advisor’s strategy, and its resulting characteristics, should benefit the Fund’s performance over the longer term.

Top Ten Holdings (% Net Assets)
Southwest Gas Corp.		1.7
Columbia Sportswear Co.		1.4
HSN, Inc.		1.4
Helen of Troy Ltd.		1.4
Syntel, Inc.		1.3
CVR Energy, Inc.		1.2
First Citizens BancShares, Inc.		1.2
Lancaster Colony Corp.		1.1
Amerco, Inc.		1.1
Remy International, Inc.		1.1
Total Fund Holdings	309

Sector Allocation (% Equities)
Financials	28.2
Consumer Discretionary	19.8
Industrials	16.7
Information Technology	9.1
Health Care	6.9
Energy	5.2
Utilities	4.5
Consumer Staples	4.5
Materials	4.3
Telecommunication Services	0.8

7

American Beacon SiM High Yield Opportunities Fund^SM

Performance Overview

February 28, 2014 (Unaudited)

The Investor Class of the American Beacon SiM High Yield Opportunities Fund (the “Fund”) returned 7.82% for the six months ended February 28, 2014. The Fund outperformed the BofA Merrill Lynch U.S. High Yield Master II Index (the “Index”) return of 7.41% for the same period.

Total Returns for the Period ended 2/28/2014
	6 Months*			1 Year			3 Years			Since Inception (2/14/2011)
Institutional Class (1,2,4)		8.05	%		7.49	%		10.09	%		9.81	%
Y Class (1,2,4)		7.99	%		7.37	%		9.93	%		9.65	%
Investor Class(1,2,4)		7.82	%		7.16	%		9.58	%		9.31	%
A Class with sales charge (1,2,4)		2.49	%		1.79	%		7.68	%		7.48	%
A Class without sales charge (1,2,4)		7.64	%		6.91	%		9.45	%		9.22	%
C Class with sales charge (1,2,4)		6.31	%		5.09	%		8.78	%		8.47	%
C Class without sales charge (1,2,4)		7.31	%		6.09	%		8.78	%		8.47	%
BofA Merrill Lynch US High Yield Master II Index (3)		7.41	%		8.38	%		8.78	%		8.24	%

* Not annualized

1. Performance shown is historical and is not 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 Class shares have a maximum sales charge of 4.75%. The maximum contingent deferred sales charge for the C Class is 1.00% for shares redeemed within one year of the date of purchase.

2. A portion of the fees charged to the Institutional, Y, A, and C Classes of the Fund was waived and/or reimbursed since inception. Performance prior to waiving and/or reimbursing fees was lower than the actual returns shown since inception. A portion of the fees charged to the Investor Class of the Fund was waived and/or reimbursed in 2011 and 2012 and recovered in 2013. Performance prior to waiving and/or reimbursing fees was lower than the actual returns shown in 2011 and 2012.

3. The BofA Merrill Lynch US High Yield Master II Index tracks the performance of U.S. dollar denominated below investment grade corporate debt publicly issued in the U.S. domestic market. Qualifying securities must have a below investment grade rating and an investment

grade rated country of risk. In addition, qualifying securities must have at least one year remaining term to final maturity, a fixed coupon schedule and a minimum amount outstanding of $100 million. Defaulted securities and securities eligible for the dividends-received deduction are excluded from the Index. One cannot directly invest in an index.

4. 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 0.93%, 0.99%, 1.15%, 1.41%, and 2.15%, 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.

From a sector standpoint, strong issue selection in the Consumer, Foreign Sovereign, and Manufacturing sectors was a leading contributor to the Fund’s outperformance. Weaker returns from the Fund’s holdings in the Energy sector detracted.

From a sector allocation perspective, the Fund’s allocation to Cash (2.4%) and Agency (2.2%) securities detracted from relative returns.

From a credit quality perspective, the Fund benefited from strong security selection within the B-rated credit category as the Fund’s holdings gained 8.8% while the Index’s B-rated holdings gained 7.2%. The Fund was negatively impacted by a small allocation to securities that lacked a credit rating from Standard and Poor’s and by issue selection in the BB and CCC-rated credit categories.

From a credit quality allocation perspective, the Fund’s relative weightings within the high yield credit rating categories (BB, B, and CCC) proved beneficial during the period. On the other hand, the Fund’s small allocation to investment grade securities and cash equivalents detracted from relative returns.

The Fund has the flexibility to utilize derivative instruments and will do so to enhance return, hedge risk, manage liquidity, or to gain efficient exposure to an asset class. When considering the Fund’s use of derivatives, it is important to note that the Fund does not use derivatives for the purposes of creating financial leverage. During the period, the Fund experienced modest gains from the use of derivatives.

8

American Beacon SiM High Yield Opportunities Fund^SM

Performance Overview

February 28, 2014 (Unaudited)

The sub-advisors’ investment process of identifying long-term secular themes and seeking out of favor sectors through bottom-up fundamental research remains in place.

Top Ten Holdings (% Net Assets)

Continental Airlines Finance Trust II, 6.00%, Due 11/15/2030		2.7
Tenet Healthcare Corp., 4.500%, Due 4/1/2021		2.4
DaVita, Inc., 5.750%, Due 8/15/2022		2.4
DigitalGlobe, Inc., 5.250%, Due 2/1/2021		2.3
Simmons Foods, Inc., 10.500%, Due 11/1/2017, 144A		2.2
ADS Tactical, Inc., 11.00%, Due 4/1/2018, 144A		2.2
Southern Graphics, Inc., 8.375%, Due 10/15/2020, 144A		2.2
Virgin Media Finance PLC, 6.375%, Due 4/15/2023, 144A		2.2
Mexico Government Bond, 5.000%, Due 6/15/2017		2.2
Sealed Air Corp., 6.500%, Due 12/1/2020, 144A		2.2
Total Fund Holdings	77

Sector Allocation (% Investments)

Service	36.5
Manufacturing	21.3
Transportation	8.8
Consumer	8.3
Finance	8.0
Telecommunications	5.2
Utilities	3.9
Sovereign	3.2
Agency	1.9
Short-Term Investments	1.3
Financials	0.7
Materials	0.4
U.S. Treasury	0.3
Energy	0.2

Country Allocation (% Fixed Income)

United States	71.5
United Kingdom	7.1
Mexico	4.2
Spain	3.2
France	2.7
Bermuda	2.3
Cyprus	2.1
Greece	2.0
Netherlands	2.0
Luxembourg	1.6
Canada	1.0
Brazil	0.3

S&P credit ratings for long-term obligations (or issuers thereof) are AAA, AA, A, BBB, BB, B, CCC, CC, C, and D in decreasing order. For example, obligations rated AAA are judged to be of the highest quality, BBB to be of medium grade, CCC are judged to be speculative and obligations rated D are in default. Obligations rated in one of the four highest categories are considered to be investment grade while all other ratings are considered non-investment grade.

9

American Beacon Funds^SM

Fund Expenses

February 28, 2014 (Unaudited)

Fund Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs including sales charges (loads) on purchased shares 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 September 1, 2013 through February 28, 2014.

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 or Roth 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 or Roth 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.

10

American Beacon Funds^SM

Fund Expenses

February 28, 2014 (Unaudited)

The London Company Income Equity Fund

	Beginning Account Value 9/1/2013		Ending Account Value 2/28/2014		Expenses Paid During Period 9/1/2013- 2/28/2014*
Institutional Class
Actual	$	1,000.00	$	1,111.09	$	4.14
Hypothetical**	$	1,000.00	$	1,020.88	$	3.96
Y Class
Actual	$	1,000.00	$	1,111.81		4.66
Hypothetical**	$	1,000.00	$	1,020.38		4.46
Investor Class
Actual	$	1,000.00	$	1,112.11		6.13
Hypothetical**	$	1,000.00	$	1,018.99		5.86
A Class
Actual	$	1,000.00	$	1,110.11		6.75
Hypothetical**	$	1,000.00	$	1,018.40		6.46
C Class
Actual	$	1,000.00	$	1,105.73		10.65
Hypothetical**	$	1,000.00	$	1,014.68		10.19

* Expenses are equal to the Fund’s annualized expense ratios for the six-month period of 0.79%, 0.89%, 1.17%, 1.29%, and 2.04% for the Institutional, Y, Investor, 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.

Zebra Global Equity Fund

	Beginning Account Value 9/1/2013		Ending Account Value 2/28/2014		Expenses Paid During Period 9/1/2013- 2/28/2014*
Institutional Class
Actual	$	1,000.00	$	1,122.32	$	4.16
Hypothetical**	$	1,000.00	$	1,020.88	$	3.96
Y Class
Actual	$	1,000.00	$	1,122.06		4.68
Hypothetical**	$	1,000.00	$	1,020.38		4.46
Investor Class
Actual	$	1,000.00	$	1,119.84		6.15
Hypothetical**	$	1,000.00	$	1,018.99		5.86
A Class
Actual	$	1,000.00	$	1,119.53		6.78
Hypothetical**	$	1,000.00	$	1,018.40		6.46
C Class
Actual	$	1,000.00	$	1,115.58		10.70
Hypothetical**	$	1,000.00	$	1,014.68		10.19

* Expenses are equal to the Fund’s annualized expense ratios for the six-month period of 0.79%, 0.89%, 1.17%, 1.29%, and 2.04% for the Institutional, Y, Investor, 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.

Zebra Small Cap Equity Fund

	Beginning Account Value 9/1/2013		Ending Account Value 2/28/2014		Expenses Paid During Period 9/1/2013- 2/28/2014*
Institutional Class
Actual	$	1,000.00	$	1,133.42	$	5.24
Hypothetical**	$	1,000.00	$	1,019.89	$	4.96
Y Class
Actual	$	1,000.00	$	1,132.92		5.76
Hypothetical**	$	1,000.00	$	1,019.39		5.46
Investor Class
Actual	$	1,000.00	$	1,131.23		7.24
Hypothetical**	$	1,000.00	$	1,018.00		6.85
A Class
Actual	$	1,000.00	$	1,130.23		7.87
Hypothetical**	$	1,000.00	$	1,017.41		7.45
C Class
Actual	$	1,000.00	$	1,125.86		11.81
Hypothetical**	$	1,000.00	$	1,013.69		11.18

* Expenses are equal to the Fund’s annualized expense ratios for the six-month period of 0.99%, 1.09%, 1.37%, 1.49%, and 2.24% for the Institutional, Y, Investor, 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.

SiM High Yield Opportunities Fund

	Beginning Account Value 9/1/2013		Ending Account Value 2/28/2014		Expenses Paid During Period 9/1/2013- 2/28/2014*
Institutional Class
Actual	$	1,000.00	$	1,080.45	$	4.33
Hypothetical**	$	1,000.00	$	1,020.63	$	4.21
Y Class
Actual	$	1,000.00	$	1,079.86		4.85
Hypothetical**	$	1,000.00	$	1,020.13		4.71
Investor Class
Actual	$	1,000.00	$	1,078.17		5.87
Hypothetical**	$	1,000.00	$	1,019.15		5.71
A Class
Actual	$	1,000.00	$	1,076.36		6.90
Hypothetical**	$	1,000.00	$	1,018.15		6.71
C Class
Actual	$	1,000.00	$	1,073.11		10.74
Hypothetical**	$	1,000.00	$	1,014.43		10.44

* Expenses are equal to the Fund’s annualized expense ratios for the six-month period of 0.84%, 0.94%, 1.14%, 1.34%, and 2.09% for the Institutional, Y, Investor, 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.

11

American Beacon The London Company Income Equity Fund^SM

Schedule of Investments

February 28, 2014 (Unaudited)

	Shares		Fair Value
			(000’s)
PREFERRED STOCK - 1.07%
FINANCIALS - 1.07%
Diversified Financials - 0.71%
Aegon N.V., 8.00%, Due 2/15/2042		23,582	$	668
Morgan Stanley Capital Trust VIII, 6.45%, Due 4/15/2067		26,090		652
				1,320
Insurance - 0.36%
Montpelier Re Holdings Ltd., 8.875%, Due 5/10/2016		24,820		677
Total Financials				1,997
Total Preferred Stock (Cost $1,982)				1,997
COMMON STOCK - 96.70%
CONSUMER DISCRETIONARY - 10.54%
Hotels, Restaurants & Leisure - 3.15%
Carnival Corp.		148,820		5,902
Leisure Equipment & Products - 4.34%
Hasbro, Inc.		147,387		8,130
Specialty Retail - 3.05%
Lowe’s Cos., Inc.		114,273		5,717
Total Consumer Discretionary				19,749
CONSUMER STAPLES - 12.32%
Beverages - 1.91%
Coca-Cola Co.		93,600		3,576
Tobacco - 10.41%
Altria Group, Inc.		169,110		6,132
Lorillard, Inc.		139,991		6,868
Philip Morris International, Inc.		37,999		3,074
Reynolds American, Inc.		67,802		3,446
				19,520
Total Consumer Staples				23,096
ENERGY - 5.38%
Chevron Corp.		39,086		4,508
ConocoPhillips		83,769		5,570
Total Energy				10,078
FINANCIALS - 17.29%
Diversified Financials - 10.90%
BlackRock, Inc., Class A		21,962		6,695
Federated Investors, Inc., Class B		222,090		6,085
Wells Fargo & Co.		164,756		7,649
				20,429
Insurance - 2.86%
Cincinnati Financial Corp.		114,461		5,366
Real Estate - 3.53%
Corrections Corp. of AmericaA		150,310		5,013
Vornado Realty Trust		76,900		1,608
				6,621
Total Financials				32,416

	Shares		Fair Value
			(000’s)
HEALTH CARE - 11.31%
Bristol-Myers Squibb Co.		105,485	$	5,672
Eli Lilly & Co.		92,878		5,536
Johnson & Johnson		27,553		2,538
Pfizer, Inc.		232,013		7,451
Total Health Care				21,197
INDUSTRIALS - 4.09%
General Dynamics Corp.		69,995		7,667
INFORMATION TECHNOLOGY - 15.32%
Communications Equipment - 6.08%
Cisco Systems, Inc.		222,320		4,847
Corning, Inc.		341,000		6,571
				11,418
Computers & Peripherals - 1.59%
International Business Machines Corp.		16,067		2,975
IT Consulting & Services - 2.32%
Paychex, Inc.		103,961		4,341
Semiconductor Equipment & Products - 2.91%
Intel Corp.		220,481		5,459
Software - 2.42%
Microsoft Corp.		118,458		4,538
Total Information Technology				28,731
MATERIALS - 9.74%
Albemarle Corp.		111,945		7,387
NewMarket Corp.		17,011		6,288
The Mosaic Co.		93,830		4,585
Total Materials				18,260
TELECOMMUNICATION SERVICES - 2.14%
Verizon Communications, Inc.		84,124		4,003
UTILITIES - 8.57%
Electric - 4.84%
Dominion Resources, Inc.		74,338		5,159
Duke Energy Corp.		55,191		3,912
				9,071
Gas - 3.73%
Kinder Morgan Management LLCB C		100,160		6,991
Total Utilities				16,062
Total Common Stock (Cost $168,579)				181,259
SHORT-TERM INVESTMENTS - 3.26% (Cost $6,102)
JPMorgan U.S. Government Money Market Fund, Capital Class		6,101,949		6,102
TOTAL INVESTMENTS - 101.03% (Cost $176,663)				189,358
LIABILITIES, NET OF OTHER ASSETS - (1.03%) (1,934)
TOTAL NET ASSETS - 100.00%			$	187,424

See accompanying notes

12

American Beacon The London Company Income Equity Fund^SM

Schedule of Investments

February 28, 2014 (Unaudited)

Percentages are stated as a percent of net assets.

^A  REIT - Real Estate Investment Trust.

^B  Limited Liability Company.

^C  Non-income producing security.

Futures Contracts Open on February 28, 2014 (000’s):

Description	Type		Number of Contracts		Expiration Date		Contract Value		Unrealized Appreciation (Depreciation)
S&P 500 Mini E Index March Futures		Long		62		March, 2014	$	5,759	$	130
							$	5,759	$	130

See accompanying notes

13

American Beacon Zebra Global Equity Fund^SM

Schedule of Investments

February 28, 2014 (Unaudited)

	Shares		Fair Value
			(000’s)
Australia - 3.24%
Common Stocks - (Cost $236)
BHP Billiton Ltd., ADRA		2,619	$	90
Iluka Resources LimitedB		1,353		11
Leighton Holdings Ltd.B		1,034		17
Sonic Healthcare Ltd.		1,253		19
Wesfarmers LimitedB		721		27
Woodside Petroleum Ltd.B		944		32
Woolworths Holdings Ltd.B		828		27
Total Australia				223
Austria - 0.17%
Common Stocks - (Cost $11)
Raiffeisen Bank International AG		178		7
Verbund AGB		259		5
Total Austria				12
Belgium - 1.02%
Common Stocks - (Cost $60)
Belgacom S.A.B		1,378		41
Colruyt S.A.B		518		29
Total Belgium				70
Bermuda - 0.19%
Common Stocks - (Cost $14)
Cheung Kong Infrastructure Holdings Ltd.		2,000		13
Canada - 2.99%
Common Stocks - (Cost $196)
Agrium, Inc.		337		31
Canadian National Railway Co.		817		46
IAMGOLD Corp.		6,028		22
Imperial Oil Ltd.		540		24
Silver Wheaton Corp.		1,356		35
Suncor Energy, Inc.		1,428		48
Total Canada				206
Finland - 0.52%
Common Stocks - (Cost $30)
Kone Oyj-BB		212		9
Orion Corp., Class BB		270		9
Pohjola Bank PLC, Class AB D		340		8
Sampo OYJ, Class A		206		10
Total Finland				36
France - 6.28%
Common Stocks - (Cost $345)
Air Liquide S.A.		258		36
Casino Guichard PerrachonB		187		21
Christian DiorB		193		38
CNP AssurancesB		1,404		30
Dassault Systems S.A.B		206		24
EDF S.A.		1,361		54
Imerys S.A.B		330		31
LVMH Moet Hennessy Louis VuittonB		323		60

	Shares		Fair Value
			(000’s)
NatixisB		4,102	$	30
Rexel S.A.		789		20
Societe BIC S.A., ADRA B		195		25
Total S.A.		988		64
Total France				433
Germany - 3.13%
Common Stocks - (Cost $174)
Axel Springer AGB		453		32
BASF SEB		337		39
Hannover Rueckversicheru-RegB		308		26
Hugo Boss AGB		221		29
SAP AG		406		33
Suedzucker AGB		839		23
United Internet AG Reg SB		725		34
Total Germany				216
Hong Kong - 0.91%
Common Stocks - (Cost $69)
ASM Pacific Technology Ltd.		1,100		10
Hopewell Holdings Ltd.		4,000		14
PCCW Ltd.		23,000		11
Sino Land Co., Ltd.		10,000		14
Wharf Holdings Ltd.		2,000		14
Total Hong Kong				63
Ireland - 0.94%
Common Stocks - (Cost $58)
Accenture PLC, Class AD		777		65
Italy - 1.22%
Common Stocks - (Cost $61)
Exor SpAB		800		33
Luxottica Group SpA, ADRA		932		51
Total Italy				84
Japan - 7.33%
Common Stocks - (Cost $459)
Asahi Kasei Corp.		3,000		21
Central Japan Railway Co.		200		24
Daihatsu Motor Co. Ltd.		1,000		16
Gunma Bank Ltd.		3,000		16
Hankyu Hanshin Holdings, Inc.		3,000		16
Hino Motors Ltd.		1,000		15
Hoya Corp.		800		24
Idemitsu Kosan Co., Ltd.		800		16
Inpex Corp.		2,000		26
Itochu Techno Solutions Corp.B		400		19
Japan Tobacco, Inc.		1,400		44
Kansai Paint Co., Ltd.		1,000		13
Mitsubishi Electric Corp.B		2,000		24
Mitsubishi UFJ Lease & Finance Co., Ltd.		3,100		16
NTT DOCOMO, Inc.B		3,100		52
Osaka Gas Co., Ltd.		4,000		17
Otsuka Holdings Co., Ltd.		700		21
Shimamura Co. Ltd.B		100		9
Tokyo Gas Co., Ltd.		4,000		20
Toto Ltd.B		2,000		28

See accompanying notes

14

American Beacon Zebra Global Equity Fund^SM

Schedule of Investments

February 28, 2014 (Unaudited)

	Shares		Fair Value
			(000’s)
Toyota Tshusho Corp.B		700	$	17
Yahoo Japan Corp.		5,400		34
Yamaguchi FinancialB		2,000		17
Total Japan				505
Singapore - 0.80%
Common Stocks - (Cost $60)
Jardine Cycle & Carriage Ltd.		1,000		31
Oversea-Chinese Banking Corp., Ltd.		2,000		15
Singapore Technologies Engineering Ltd.		3,000		9
Total Singapore				55
Spain - 1.35%
Common Stocks - (Cost $67)
Acciona S.A.		587		46
Zardoya Otis S.A.B		2,698		47
Total Spain				93
Sweden - 1.48%
Common Stocks - (Cost $81)
Atlas Copco AB, Class BB		791		21
Hennes & Mauritz ABB		1,011		46
Nordea Bank ABB		2,460		35
Total Sweden				102
Switzerland - 4.21%
Common Stocks - (Cost $222)
ACE Ltd.		344		34
EMS Chemie Holdings AG Reg.B		41		16
Garmin Ltd.		857		46
Kuehne + Nagel International AG, Reg S B E		167		24
Nestle S.A.		1,486		112
Sika AG BRB		6		22
TE Connectivity Ltd.		614		36
Total Switzerland				290
United Kingdom - 8.24%
Common Stocks - (Cost $489)
AstraZeneca PLC, ADRA B D		925		63
BAE Systems PLCD		3,769		26
British American Tobacco PLCD		1,196		65
BT Group PLCD		6,558		45
Bunzl PLCD		761		20
Fresnillo PLCB D		1,218		19
HSBC Holdings PLCD		5,249		56
Prudential PLCD		2,088		47
Reckitt Benckiser Group PLCD		477		39
Royal Dutch Shell PLC, Class BD		2,273		89
Sage Group PLCB D		2,970		21
Standard Chartered PLCD		1,709		37
Unilever PLCD		998		41
Total United Kingdom				568
United States - 49.00%
Common Stocks - (Cost $2,858)
3M Co.		391		53
Abbott Laboratories		1,149		46

	Shares		Fair Value
			(000’s)
AbbVie, Inc.		831	$	42
Activision Blizzard, Inc.		1,799		35
Alliant Energy Corp.		565		31
Amgen, Inc.		355		44
Arch Capital Group Ltd.B		586		33
Arrow Electronics, Inc.		533		30
AT&T, Inc.		1,866		60
Bed Bath & Beyond, Inc.B		372		25
Berkshire Hathaway, Inc., Class BB		475		55
Brown-Forman Corp., Class B		402		34
C.H. Robinson Worldwide, Inc.		513		27
CA, Inc.		1,009		34
Chevron Corp.		419		49
Chubb Corp.		317		28
Cincinnati Financial Corp.		803		38
Cintas Corp.		664		40
Cisco Systems, Inc.		2,026		44
Colgate-Palmolive Co.		632		40
ConocoPhillips		467		31
Continental Resources, Inc.B		379		45
CVS Caremark Corp.		617		45
Danaher Corp.		498		38
Dentsply International, Inc.		661		30
DIRECTVB		575		45
Discovery Communications, Inc.B		299		25
DTE Energy Co.		555		39
Eli Lilly & Co.		817		49
Emerson Electric Co.		610		40
Everest Re Group Ltd.		254		38
Exxon Mobil Corp.		802		78
FLIR Systems, Inc.		848		29
FMC Corp.		648		50
Franklin Resources, Inc.		747		40
Genuine Parts Co.C		342		30
Harris Corp.		428		32
Henry Schein, Inc.B		253		30
HollyFrontier Corp.		576		26
Illinois Tool Works, Inc.		469		39
Integrys Energy Group, Inc.		505		29
Intel Corp.		2,233		55
International Business Machines Corp.		358		66
International Flavors & Fragrances, Inc.		384		36
Intuit, Inc.		442		35
Johnson & Johnson		406		37
LKQ Corp.B		1,322		37
Marathon Oil Corp.		737		25
Marathon Petroleum Corp.		429		36
Marsh & McLennan Cos., Inc.		634		31
Mattel, Inc.		729		27
McDonald’s Corp.		415		39
Medtronic, Inc.		710		42
Microsoft Corp.		2,407		92
Moody’s Corp.		655		51
NIKE, Inc., Class B		557		43
Northrop Grumman Corp.		280		34
Occidental Petroleum Corp.		436		42
Patterson Cos., Inc.		703		29
PepsiCo, Inc.		584		46
PetSmart, Inc.		467		31
Philip Morris International, Inc.		624		50
Phillips 66		601		45

See accompanying notes

15

American Beacon Zebra Global Equity Fund^SM

Schedule of Investments

February 28, 2014 (Unaudited)

	Shares		Fair Value
			(000’s)
Procter & Gamble Co.		400	$	31
Public Service Enterprise Group, Inc.		845		31
Qualcomm, Inc.		1,091		82
Rockwell Collins, Inc.		383		32
Ross Stores, Inc.		457		33
SCANA Corp.		551		27
Schlumberger Ltd.		370		34
Sigma-Aldrich Corp.		387		37
Sirius XM Holdings, Inc.		8,647		31
SLM Corp.		1,155		28
Synopsys, Inc.B		945		38
T. Rowe Price Group, Inc.		438		36
TJX Cos., Inc.		636		40
Travelers Cos., Inc.		322		27
U.S. Bancorp		1,041		43
United Technologies Corp.		381		44
VF Corp.		560		33
Viacom, Inc., Class B		409		36
Wal-Mart Stores, Inc.		1,008		75
Wells Fargo & Co.		1,110		51
WR Berkley Corp.		661		27
Xylem, Inc.		901		35
Total United States				3,376
SHORT-TERM INVESTMENTS - 7.10% (Cost $489)
JPMorgan U.S. Government Money Market Fund, Capital Class		489,331		489
TOTAL INVESTMENTS - 100.12% (Cost $5,979)				6,899
LIABILITIES, NET OF OTHER ASSETS - (0.12)%				(8	)
TOTAL NET ASSETS - 100.00%			$	6,891

Percentages are stated as a percent of net assets.

^A  ADR - American Depositary Receipt.

^B  Non-income producing security.

^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 $30 or 0.44% of net assets. The Fund has no right to demand registration of these securities.

^D  PLC - Public Limited Company.

^E  Reg S - Security purchased under the Securities Act of 1933, which exempts from registration securities offered and sold outside of the United States. Such a security cannot be sold in the United States without either an effective registration statement filed pursuant to the Securities Act of 1933, or pursuant to an exemption from registration.

See accompanying notes

16

American Beacon Zebra Global Equity Fund^SM

Schedule of Investments

February 28, 2014 (Unaudited)

Futures Contracts Open on February 28, 2014 (000’s):

Description	Type		Number of Contracts		Expiration Date		Contract Value		Unrealized Appreciation (Depreciation)
Mini MSCI EAFE Emerging Markets March Futures		Long		3		March, 2014	$	289	$	10
S&P 500 Mini E Index March Futures		Long		3		March, 2014		279		8
							$	568	$	18

See accompanying notes

17

American Beacon Zebra Small Cap Equity Fund^SM

Schedule of Investments

February 28, 2014 (Unaudited)

	Shares			Fair Value
				(000’s)
COMMON STOCK - 93.86%
CONSUMER DISCRETIONARY - 18.63%
Auto Components - 2.05%
Federal Signal Corp.A		9,696		$	125
Remy International, Inc.		9,493			211
Shiloh Industries, Inc.		2,733			53
					389
Distributors - 1.16%
Core-Mark Holding Co., Inc.		1,200			95
DXP Enterprises, Inc.A		850			86
VOXX International Corp.A		3,029			39
					220
Hotels, Restaurants & Leisure - 1.29%
Einstein Noah Restaurant Group, Inc.		2,024			30
Interval Leisure Group, Inc.		5,925			161
Monarch Casino & Resort, Inc.A		1,819			34
Nathan’s Famous, Inc.A		398			20
					245
Household Durables - 4.75%
Bassett Furniture Industries, Inc		1,654			25
CSS Industries, Inc.B		1,290			35
Flexsteel Industries, Inc.		1,175			44
Helen of Troy Ltd.A		4,074	��		266
Hooker Furniture Corp.		1,299			20
Kimball International, Inc., Class B		2,148			40
Knoll, Inc.		2,908			45
Lancaster Colony Corp.		2,406			217
Lifetime Brands, Inc.		2,334			39
Matthews International Corp., Class A		3,073			126
National Presto Industries, Inc.		565			44
					901
Internet & Catalog Retail - 2.26%
1-800-Flowers.com, Inc., Class AA		5,351			28
Global Sources Ltd.A		8,411			57
HSN, Inc.		4,666			267
Insight Enterprises, Inc.A		3,289			76
					428
Leisure Equipment & Products - 0.15%
Johnson Outdoors, Inc., Class A		1,271			28
Media - 1.09%
Courier Corp.		931			15
CTC Media, Inc.		18,014			191
					206
Multiline Retail - 0.78%
Fred’s, Inc., Class A		3,495			69
Gordmans Stores, Inc.		2,133			14
Stein Mart, Inc.		4,795			65
					148
Specialty Retail - 2.81%
America’s Car-Mart, Inc.A		1,335			48
Cato Corp., Class A		2,932			83
Destination Maternity Corp.		1,449			41
PC Connection, Inc.		2,218			45
Rent-A-Center, Inc.		5,507			139
Shoe Carnival, Inc.		2,224			58
Trans World Entertainment Corp.		10,296			43
West Marine, Inc.A		3,036			38

	Shares		Fair Value
			(000’s)
Winmark Corp.		483	$	38
				533
Textiles & Apparel - 2.29%
Cherokee, Inc.		1,346		19
Columbia Sportswear Co.		3,266		270
Culp, Inc.B		1,847		36
Delta Apparel, Inc.A		1,339		22
Perry Ellis International, Inc.		1,703		24
RG Barry Corp.		1,362		25
Weyco Group, Inc.		1,467		39
				435
Total Consumer Discretionary				3,533
CONSUMER STAPLES - 4.26%
Beverages - 0.84%
Coca-Cola Bottling Co., Consolidated		781		59
National Beverage Corp.		4,742		100
				159
Food & Drug Retailing - 1.18%
Spartan Stores, Inc.		1,836		41
Village Super Market, Inc., Class A		1,223		34
Weis Markets, Inc.		2,944		148
				223
Food Products - 0.17%
John B Sanfilippo & Son, Inc.		1,315		32
Personal Products - 2.07%
Female Health Co.		2,543		18
Inter Parfums, Inc.		4,235		142
National American University Holdings, Inc.		4,259		16
Nature’s Sunshine Products, Inc.		1,884		28
Revlon, Inc., Class AA		4,858		115
Steiner Leisure Ltd.A		1,715		76
				395
Total Consumer Staples				809
ENERGY - 4.84%
Energy Equipment & Services - 1.36%
Blueknight Energy Partners LPC		3,929		35
Bolt Technology Corp.		662		13
Dawson Geophysical Co.		645		19
Matrix Service Co.A		2,174		70
RigNet, Inc.A		2,251		108
TGC Industries, Inc.		2,050		13
				258
Oil & Gas - 3.48%
Adams Resources & Energy, Inc.		659		49
Apco Oil and Gas International, Inc.A		3,221		46
Arabian American Development Co.A		3,240		40
Calumet Specialty Products Partners LPC		5,179		132
CVR Energy, Inc.		5,809		228
North European Oil Royalty TrustD		1,321		27
Panhandle Oil and Gas, Inc., Class A		626		23
Sabine Royalty TrustD		1,633		83
Warren Resources, Inc.A		7,369		33
				661
Total Energy				919

See accompanying notes

18

American Beacon Zebra Small Cap Equity Fund^SM

Schedule of Investments

February 28, 2014 (Unaudited)

	Shares		Fair Value
			(000’s)
FINANCIALS - 26.51%
Banks - 12.25%
1st Source Corp.		2,924	$	92
Access National Corp.		1,439		24
American National Bankshares, Inc.		614		14
Ames National Corp.		773		17
Bancfirst Corp.		1,497		82
Bank of Kentucky Financial Corp.B		663		23
Bank of Marin Bancorp		445		20
Bar Harbor Bankshares		482		18
Bryn Mawr Bank Corp.		1,492		43
C&F Financial Statutory Trust IB		397		15
Center Bancorp, Inc.B		1,605		30
Central Pacific Financial Corp.B		7,508		149
Century Bancorp, Inc., Class A		821		29
Chemical Financial Corp.		4,406		131
Chemung Financial Corp.		493		14
Citizens & Northern Corp.		1,222		24
City Holding Co.B		1,601		71
CNB Financial Corp.		1,113		20
CoBiz Financial, Inc.		4,281		48
Community Trust Bancorp, Inc.		1,735		69
Enterprise Bancorp, Inc.		761		15
Enterprise Financial Services Corp.		2,568		48
ESB Financial Corp.		1,785		23
Farmers National Banc Corp.		2,195		16
Fidelity Southern Corp.		2,761		40
Financial Institutions, Inc.		1,769		39
First Bancorp, Inc.		760		12
First Citizens BancShares, Inc., Class A		1,010		228
First Community Bancshares, Inc.B		2,481		42
First Defiance Financial Corp.		980		27
First Financial Corp.		1,448		50
First Financial Northwest, Inc.		2,600		27
First Merchants Corp.		3,486		75
German American Bancorp, Inc.		1,206		35
Great Southern Bancorp, Inc.		1,573		45
Hingham Institution for Savings		297		23
Home Bancorp, Inc.A		757		16
Horizon Bancorp		1,264		27
MainSource Financial Group, Inc.		2,514		43
Mercantile Bank Corp.		984		20
Merchants Bancshares, Inc.		478		16
MidSouth Bancorp, Inc.		1,249		22
NASB Financial, Inc.		1,554		39
National Bankshares, Inc.		570		21
Northrim BanCorp, Inc.B		772		19
Penns Woods Bancorp, Inc.		356		16
Peoples Bancorp, Inc.		1,365		33
Republic Bancorp, Inc., Class A		2,212		53
S.Y. Bancorp, Inc.		1,520		45
Sandy Spring Bancorp, Inc.		2,802		66
TowneBank		4,090		61
Trico Bancshares		1,700		42
Univest Corp of Pennsylvania		1,467		28
Washington Trust Bancorp, Inc.		1,576		55
West Bancorporation, Inc.		1,448		22
				2,322

	Shares		Fair Value
			(000’s)
Diversified Financials - 4.70%
Cascade BancorpA		8,637	$	42
Credit Acceptance Corp.A		1,490		205
Diamond Hill Investment Group, Inc.		314		37
ExlService Holdings, Inc.A		1,739		49
EZCORP, Inc., Class AA		7,796		99
FBR & Co.A		3,733		97
Heartland Financial USA, Inc.		2,002		54
MicroFinancial, Inc.		1,827		15
MidWestOne Financial Group, Inc.		1,115		29
Pzena Investment Management, Inc., Class A		2,543		29
Texas Pacific Land TrustD		643		88
Tree.com, Inc.		1,318		45
Waterstone Financial, Inc.A		6,354		67
Westwood Holdings Group, Inc.		616		35
				891
Insurance - 2.59%
Baldwin & Lyons, Inc., Class B		1,734		45
Crawford & Co., Class B		5,837		49
EMC Insurance Group, Inc.		2,004		61
Fortegra Financial Corp.A B		2,936		21
Independence Holding Co.		2,497		34
Investors Title Co.		590		45
National Western Life Insurance Co., Class A		646		146
Safety Insurance Group, Inc.		1,628		91
				492
Real Estate - 6.97%
Amerco, Inc.		915		213
American Assets Trust, Inc.E		4,663		154
Ashford Hospitality Trust, Inc.E		7,026		79
Excel Trust, Inc.E		3,124		39
Franklin Street Properties Corp.E		6,451		81
Getty Realty Corp.		2,448		47
Gramercy Property Trust, Inc.E		30,058		174
Heritage Oaks BancorpA		3,243		26
Inland Real Estate Corp.E		7,059		76
National Health Investors, Inc.E		1,671		103
One Liberty Properties, Inc.E		1,039		23
Regional Management Corp.A		1,535		46
Select Income REITE		3,234		94
Urstadt Biddle Properties, Inc., Class AE		1,516		30
Winthrop Realty TrustE		11,891		138
				1,323
Total Financials				5,028
HEALTH CARE - 6.48%
Biotechnology - 1.22%
Acorda Therapeutics, Inc.A		1,445		53
Maxygen, Inc.F		4,647		0
Neogen Corp.A		1,012		44
PDL BioPharma, Inc.		13,878		119
Repligen Corp.A		995		15
				231
Health Care Equipment & Supplies - 2.36%
Abaxis, Inc.		541		21
ArthroCare Corp.A		869		42
Atrion Corp.		103		30

See accompanying notes

19

American Beacon Zebra Small Cap Equity Fund^SM

Schedule of Investments

February 28, 2014 (Unaudited)

	Shares		Fair Value
			(000’s)
Computer Programs and Systems, Inc.		250	$	17
CONMED Corp.		1,123		52
Exactech, Inc.A		554		13
Masimo Corp.		1,764		45
Meridian Bioscience, Inc.		1,360		28
Natus Medical, Inc.A		1,006		25
Nutraceutical International Corp.		941		25
PhotoMedex, Inc.A		978		14
Staar Surgical Co.A		780		11
STERIS Corp.		2,374		110
Vascular Solutions, Inc.A		582		15
				448
Health Care Providers & Services - 1.96%
Bio-Reference Labs, Inc.A		733		19
Cantel Medical Corp.		1,355		44
Corvel Corp.A		828		38
IPC The Hospitalist Co., Inc.A		643		33
LHC Group, Inc.A		783		18
National Healthcare Corp.		871		45
Select Medical Holdings Corp.		14,030		157
US Physical Therapy, Inc.		546		18
				372
Pharmaceuticals - 0.94%
Insys Therapeutics, Inc.A		454		31
MWI Veterinary Supply, Inc.A		434		70
PharMerica Corp.A		1,261		30
Sagent Pharmaceuticals, Inc.A		2,204		47
				178
Total Health Care				1,229
INDUSTRIALS - 15.66%
Aerospace & Defense - 0.05%
KVH Industries, Inc.A		699		9
Air Freight & Couriers - 0.24%
Air Transport Services Group, Inc.A		7,118		45
Building Products - 0.41%
AAON, Inc.		2,108		63
Omega Flex, Inc.		621		14
				77
Commercial Services & Supplies - 8.62%
American Public Education, Inc.A		1,712		61
Bridgepoint Education, Inc.A		4,541		88
CDI Corp.		1,087		20
Ceco Environmental Corp.		2,593		42
Collectors Universe, Inc.		721		13
Corinthian Colleges, Inc.A		6,090		10
CSG Systems International, Inc.B		2,274		64
Deluxe Corp.		3,449		174
Dice Holdings, Inc.A		2,902		21
Electro Rent Corp.		1,066		19
Ennis, Inc		2,201		35
Franklin Covey Co.A		1,197		25
G&K Services, Inc., Class A		1,292		81
Geo Group, Inc.E		4,009		129
Herman Miller, Inc.		3,233		91
Insperity, Inc.		1,402		41
Intersections, Inc.		1,371		8
Kelly Services, Inc., Class A		2,665		67

	Shares		Fair Value
			(000’s)
Kforce, Inc.		2,014	$	44
McGrath Rentcorp		1,755		57
Mine Safety Appliances Co.		2,210		114
Monotype Imaging Holdings, Inc.		1,807		51
Multi-Color Corp.		1,193		40
PHI, Inc.A		1,557		63
Resources Connection, Inc.		2,168		30
TeleTech Holdings, Inc.A		3,518		85
TRC Co. Inc.A		3,934		27
United Stationers Supply Co.		3,223		137
				1,637
Diversified Manufacturing - 0.37%
Myers Industries, Inc.		3,293		71
Electrical Equipment - 1.31%
Chase Corp.		897		27
Franklin Electric Co., Inc.		2,982		129
Houston Wire & Cable Co.		1,053		15
Powell Industries, Inc.		698		48
Preformed Line Products Co.		480		30
				249
Industrial Conglomerates - 1.57%
ICF International, Inc.A		1,530		62
Park-Ohio Industries, Inc.A		1,381		73
Raven Industries, Inc		2,148		78
Standex International Corp.		868		48
US Ecology, Inc.		1,032		37
				298
Machinery - 2.57%
Alamo Group, Inc.		786		41
Applied Industrial Technologies, Inc.		2,474		127
Columbus McKinnon Corp.A		2,380		61
Hardinge, Inc.		1,236		18
Hurco Co., Inc.		677		17
Kadant, Inc.		884		35
L.B. Foster Co., Class A		770		36
Lydall, Inc.A		1,303		26
Sun Hydraulics Corp.		1,618		68
Tennant Co.		947		58
				487
Marine - 0.18%
StealthGas, Inc.A		3,238		34
Road & Rail - 0.34%
Universal Truckload Services, Inc.		2,462		64
Total Industrials				2,971
INFORMATION TECHNOLOGY - 8.53%
Communications Equipment - 1.31%
Aware, Inc.		2,605		15
Black Box Corp.		1,060		28
InterDigital, Inc.		2,068		63
Mitel Networks Corp.A		4,933		47
Plantronics, Inc.		2,137		95
				248
Electronic Equipment & Instruments - 1.25%
Daktronics, Inc.		1,778		25
ePlus, Inc.		664		38
Measurement Specialties, Inc.A		729		44

See accompanying notes

20

American Beacon Zebra Small Cap Equity Fund^SM

Schedule of Investments

February 28, 2014 (Unaudited)

	Shares		Fair Value
			(000’s)
MTS Systems Corp.		824	$	59
Rofin-Sinar Technologies, Inc.A		1,605		38
Tessco Technologies, Inc.		591		23
Zygo Corp.A		759		11
				238
Internet Software & Services - 0.12%
eGain Corp.A		1,035		9
XO Group, Inc.A		1,088		13
				22
IT Consulting & Services - 2.71%
Computer Task Group, Inc.		712		12
iGATE Corp.A		4,094		139
Lionbridge TechnologiesA		3,244		23
Sykes Enterprises, Inc.A		2,713		53
Syntel, Inc.A		2,653		250
Virtusa Corp.A		1,085		39
				516
Semiconductor Equipment & Products - 2.25%
Amkor Technology, Inc.A		19,075		112
ATMI, Inc.A		1,770		60
Brooks Automation, Inc.		6,403		66
Cabot Microelectronics Corp.		1,214		54
GSI Group, Inc.A		2,043		26
MA COM Technology Solutions Holdings, Inc.A		3,104		53
Nova Measuring Instruments Ltd.A		1,475		17
PDF Solutions, Inc.A		1,864		38
				426
Software - 0.89%
American Software, Inc., Class A		1,097		11
EPIQ Systems, Inc.B		2,400		34
Magic Software Enterprises Ltd.		3,003		26
Pegasystems, Inc.		1,569		65
Sapiens International Corp., N.V.		2,239		17
VASCO Data Security International, Inc.A		1,848		15
				168
Total Information Technology				1,618
MATERIALS - 4.02%
Chemicals - 2.47%
Hawkins, Inc.		1,153		41
Innospec, Inc.		2,831		123
KMG Chemicals, Inc.		1,047		16
Quaker Chemical Corp.		1,302		101
Stepan Co.		2,537		154
Zep, Inc.		1,926		34
				469
Construction Materials - 0.15%
United States Lime & Minerals, Inc.		509		29
Containers & Packaging - 0.13%
UFP Technologies, Inc.A		937		24
Metals & Mining - 1.27%
AMCOL International Corp.		3,279		145
Hallador Energy Co.		4,746		38
NN, Inc.		1,479		29

	Shares		Fair Value
			(000’s)
Northwest Pipe Co.A B		807	$	29
				241
Total Materials				763
TELECOMMUNICATION SERVICES - 0.75%
Diversified Telecommunication Services - 0.63%
Hawaiian Telcom Holdco, Inc.A		1,731		49
IDT Corp., Class B		2,074		37
Premiere Global Services, Inc.A		2,979		34
				120
Wireless Telecommunication Services - 0.12%
USA Mobility, Inc.		1,558		23
Total Telecommunication Services				143
UTILITIES - 4.18%
Electric - 1.73%
MGE Energy, Inc.		4,922		190
Otter Tail Corp.		4,564		138
				328
Gas - 1.79%
Delta Natural Gas Co., Inc.		928		19
Southwest Gas Corp.		5,942		320
				339
Water - 0.66%
Consolidated Water Co., Ltd.		3,650		46
Middlesex Water Co.		2,386		48
York Water Co.		1,565		32
				126
Total Utilities				793
Total Common Stock (Cost $16,299)				17,806
SHORT-TERM INVESTMENTS - 5.73% (Cost $1,088)
JPMorgan U.S. Government Money Market Fund, Capital Class		1,088,189		1,088
TOTAL INVESTMENTS - 99.59% (Cost $17,387)				18,894
OTHER ASSETS, NET OF LIABILITIES - 0.41%				78
TOTAL NET ASSETS - 100.00%			$	18,972

Percentages are stated as a percent of net assets.

^A  Non-income producing security.

^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 $568 or 2.98% of net assets. The Fund has no right to demand registration of these securities.

^C  Limited Partnership.

^D  Royalty Trust.

^E  REIT - Real Estate Investment Trust.

^F  Fair valued pursuant to procedures approved by the Board of Trustees.

See accompanying notes

21

American Beacon Zebra Small Cap Equity Fund^SM

Schedule of Investments

February 28, 2014 (Unaudited)

Futures Contracts Open on February 28, 2014 (000’s):

Description	Type		Number of Contracts		Expiration Date		Contract Value		Unrealized Appreciation (Depreciation)
Russell 2000 Mini Index Future		Long		9		March, 2014	$	1,064	$	38
							$	1,064	$	38

See accompanying notes

22

American Beacon SiM High Yield Opportunities Fund^SM

Schedule of Investments

February 28, 2014 (Unaudited)

	Shares		Fair Value
			(000’s)
COMMON STOCK - 1.46%
FINANCIALS - 0.69%
Real Estate Investment Trusts - 0.69%
Annaly Capital Management, Inc.A		186,000	$	2,079
Omega Healthcare Investors, Inc.A		60,000		1,918
Total Financials				3,997
MANUFACTURING- 0.40%
Basic Materials - 0.40%
CVR Partners LPB		117,600		2,334
MATERIALS- 0.37%
Chemicals - 0.37%
Terra Nitrogen Co. LPB		13,150		2,172
Total Common Stock (Cost $7,513)				8,503
PREFERRED STOCKS - 2.67% (Cost $10,835)
TRANSPORTATION- 2.67%
Airlines - 2.67%
Continental Airlines Finance Trust II,6.00%, 11/15/2030		314,250		15,585
	Par AmountE
	(000’s)
DOMESTIC CONVERTIBLE OBLIGATIONS - 1.92%
Finance - 0.99%
Annaly Capital Management, Inc., 5.00%, Due 5/15/2015	$	5,650		5,763
Manufacturing - 0.93%
AuRico Gold, Inc., 3.50%, Due 10/1/2016		5,600		5,411
Total Domestic Convertible Obligations (Cost $11,170)				11,174
DOMESTIC OBLIGATIONS - 70.24%
Consumer - 7.54%
Beverages & More, Inc., 10.00%, Due 11/15/2018C		2,850		2,907
Constellation Brands, Inc.,
6.00%, Due 5/1/2022		9,000		9,968
4.25%, Due 5/1/2023		4,000		3,920
Hawk Acquisition Sub, Inc., 4.25%, Due 10/15/2020C		5,600		5,586
North Atlantic Trading Co. Inc. 1st Lien Term Loan, 1.00%, Due 12/30/2019		3,300		3,333
North Atlantic Trading Co. Inc. 2nd Lien Term Loan, 1.00%, Due 6/30/2020		5,600		5,558
Simmons Foods, Inc., 10.50%, Due 11/1/2017C		11,810		12,769
				44,041
Energy - 0.22%
Saratoga Resources, Inc., 12.50%, Due 7/1/2016		1,855		1,285
Finance - 3.27%
Fly Leasing Ltd., 6.75%, Due 12/15/2020		9,500		9,809
Omega Healthcare Investors, Inc., 5.875%, Due 3/15/2024		3,000		3,128
TMX Finance LLC/TitleMax Finance Corp., 8.50%, Due 9/15/2018C D		5,600		6,118
				19,055
Manufacturing - 18.56%
Activision Blizzard, Inc., 5.625%, Due 9/15/2021C		6,950		7,471
ADS Tactical, Inc., 11.00%, Due 4/1/2018C		13,150		12,755
Alliant Techsystems, Inc., 5.25%, Due 10/1/2021C		5,650		5,791
B/E Aerospace, Inc., 5.25%, Due 4/1/2022		5,650		5,827
Crown Americas LLC/Crown Americas Capital Corp. IV, 4.50%, Due 1/15/2023D		9,000		8,843
Ducommun, Inc., 9.75%, Due 7/15/2018		7,450		8,363

See accompanying notes

23

American Beacon SiM High Yield Opportunities Fund^SM

Schedule of Investments

February 28, 2014 (Unaudited)

		Par AmountE		Fair Value
		(000’s)		(000’s)
Interface Security Systems Holdings, Inc./Interface Security Systems LLC, 9.25%, Due 1/15/2018C		$	3,930	$	3,930
LSB Industries, Inc., 7.75%, Due 8/1/2019C			10,500		11,261
Sealed Air Corp., 6.50%, Due 12/1/2020C			11,756		13,005
Sensata Technologies BV, 4.875%, Due 10/15/2023C			11,250		11,053
Servicios Corporativos Javer SAPI de CV, 9.875%, Due 4/6/2021C			6,925		7,341
Southern Graphics, Inc., 8.375%, Due 10/15/2020C			12,000		12,720
					108,360
Service - 28.57%
Ancestry.com, Inc.,
9.625%, Due 10/15/2018C			4,750		4,988
11.00%, Due 12/15/2020			7,000		8,225
Ceridian HCM Holding, Inc., 11.00%, Due 3/15/2021C			10,231		11,702
Churchill Downs, Inc., 5.375%, Due 12/15/2021C			3,000		3,068
DaVita, Inc., 5.75%, Due 8/15/2022			13,000		13,748
Griffey Intermediate Inc./Griffey Finance Sub LLC, 7.00%, Due 10/15/2020C			12,979		11,324
HCA, Inc., 4.75%, Due 5/1/2023			10,000		10,000
Kindred Healthcare, Inc., 8.25%, Due 6/1/2019			11,440		12,327
Lansing Trade Group LLC / Lansing Finance Co. Inc, 9.25%, Due 2/15/2019CD			4,700		4,712
LifePoint Hospitals, Inc., 5.50%, Due 12/1/2021C			5,650		5,911
Live Nation Entertainment, Inc., 7.00%, Due 9/1/2020C			9,250		10,152
MGM Resorts International, 7.75%, Due 3/15/2022			11,000		12,622
Nord Anglia Education UK Holdings PLC, 10.25%, Due 4/1/2017C			11,250		12,599
Station Casinos LLC, 7.50%, Due 3/1/2021D			9,250		9,921
Tenet Healthcare Corp., 4.50%, Due 4/1/2021			13,875		13,839
Univision Communications, Inc., 6.75%, Due 9/15/2022C			10,175		11,294
Wynn Las Vegas LLC/Wynn Las Vegas Capital Corp., 5.375%, Due 3/15/2022D			10,000		10,500
					166,932
Telecommunications - 5.02%
DigitalGlobe, Inc., 5.25%, Due 2/1/2021			13,750		13,613
Satelites Mexicanos S.A. de CV, 9.50%, Due 5/15/2017			2,800		2,989
Virgin Media Finance PLC, 6.375%, Due 4/15/2023C			12,000		12,690
					29,292
Transportation - 3.27%
Titan Machinery, Inc., 3.75%, Due 5/1/2019			3,250		2,758
United Continental Holdings, Inc.,
6.375%, Due 6/1/2018			2,100		2,237
6.00%, Due 12/1/2020			1,300		1,354
US Airways Group, Inc., 6.125%, Due 6/1/2018			10,600		11,129
VRG Linhas Aereas S.A., 10.75%, Due 2/12/2023C			1,800		1,638
					19,116
Utilities - 3.79%
Calpine Corp., 7.875%, Due 1/15/2023C			9,857		11,089
Mirant Americas Generation LLC, 9.125%, Due 5/1/2031D			11,600		11,020
					22,109
Total Domestic Obligations (Cost $403,066)					410,190
FOREIGN CONVERTIBLE OBLIGATIONS - 1.10%
Consumer - 0.53%
Pescanova S.A.,
5.125%, Due 4/20/2017	EUR		7,450		1,645
8.75%, Due 2/17/2019	EUR		6,600		1,458
					3,103
Service - 0.57%
Rexlot Holdings Ltd., 6.00%, Due 9/28/2016	HKD		13,800		3,310
Total Foreign Convertible Obligations (Cost $12,073)					6,413
FOREIGN OBLIGATIONS - 16.78%
Finance - 3.46%
Emma Delta Finance,
8.50%, Due 10/15/2017C	EUR		6,000		8,530

See accompanying notes

24

American Beacon SiM High Yield Opportunities Fund^SM

Schedule of Investments

February 28, 2014 (Unaudited)

		Par AmountE			Fair Value
		(000’s)			(000’s)
12.00%, Due 10/15/2017	EUR	$	2,000		$	3,147
MPT Operating Partnership LP/MPT Finance Corp., 5.75%, Due 10/1/2020	EUR		5,850			8,579
						20,256
Manufacturing - 1.02%
Frigoglass Finance BV, 8.25%, Due 5/15/2018C	EUR		4,000			5,963
Service - 6.55%
Cirsa Funding Luxembourg S.A., 8.75%, Due 5/15/2018C	EUR		7,650			11,008
Europcar Groupe S.A., 11.50%, Due 5/15/2017C	EUR		5,000			7,975
Gala Electric Casinos, 11.50%, Due 6/1/2019	GBP		3,800			6,793
Intralot Finance Luxemburg, 9.75%, Due 8/15/2018	EUR		5,650			8,853
Ono Finance II PLC, 11.125%, Due 7/15/2019C	EUR		2,350			3,602
						38,231
Sovereign - 3.13%
Greece, Hellenic Republic, 2.00%, Due 2/24/2023	EUR		5,000			5,242
Mexico Government Bond, 5.00%, Due 6/15/2017	MXN		170,000			13,032
						18,274
Transportation - 2.62%
CMA CGM S.A., 8.875%, Due 4/15/2019 C	EUR		5,350			7,403
Moto Finance PLC, 10.25%, Due 3/15/2017C	GBP		4,350			7,858
						15,261
Total Foreign Obligations (Cost $88,508)						97,985
U.S. AGENCY OBLIGATIONS - 1.86%
Federal National Mortgage Association,
1.375%, Due 11/15/2016		$	1,000			1,020
1.25%, Due 1/30/2017			7,750			7,872
0.875%, Due 12/20/2017			2,000			1,977
Total U.S. Agency Obligations (Cost $10,827)						10,869
U.S. Treasury Obligations - 0.25% (Cost $1,452)
U.S. Treasury, 0.875%, Due 2/28/2017			1,450			1,458
		Shares
SHORT-TERM INVESTMENTS - 0.73% (Cost $4,289)				��
Short-Term Investments - 0.73%
JPMorgan U.S. Government Money Market Fund, Capital Class			4,289,464			4,289
TOTAL INVESTMENTS - 97.01% (Cost $549,733)						566,466
OTHER ASSETS, NET OF LIABILITIES - 2.99%						17,519
TOTAL NET ASSETS - 100.00%					$	583,985

Percentages are stated as a percent of net assets.

^A  REIT - Real Estate Investment Trust.

^B  Master Limited Partnership.

^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 $250,280 or 42.86% of net assets. The Fund has no right to demand registration of these securities.

^D  Limited Liability Company.

^E  In U.S. Dollars unless otherwise noted.

See accompanying notes

25

American Beacon SiM High Yield Opportunities Fund^SM

Schedule of Investments

February 28, 2014 (Unaudited)

Futures Contracts Open at February 28, 2014 (000’s):
Description	Type		Number of Contracts		Expiration Date		Contract Value		Unrealized Appreciation (Depreciation)
British Pound Globex March Futures		Short		147		3/17/2014	$	15,396	$	(387	)
Euro Currency Globex March Futures		Short		431		3/17/2014		74,466		(425	)
							$	89,862	$	(812	)

OTC swap agreements outstanding on February 28, 2014:

Credit Default Swaps on Corporate and Sovereign Issues - Sell Protection (1) (000’s):
Index/ Obligation	Counterparty	Fixed Rate			Maturity Date		Implied Credit Spread at 2/28/2014(2)	Notional Amount (3)		Upfront Premiums Received			Unrealized Appreciation (Depreciation)		Fair Value
Delta Airline	GLM		5.000	%		12/20/2016	1.3934%	$	1,000	$	(121	)	$	216	$	95
Delta Airline	GLM		5.000	%		3/20/2017	1.4743%		1,000		(71	)		172		101
Delta Airline	GLM		5.000	%		3/20/2017	1.4743%		1,000		(85	)		185		100
Delta Airline	JPM		5.000	%		6/20/2017	1.6043%		2,000		(155	)		364		209
Delta Airline	FBF		5.000	%		6/20/2017	1.6043%		2,000		(161	)		370		209
Delta Airline	GLM		5.000	%		6/20/2017	1.6043%		1,000		(90	)		195		105
Delta Airline	JPM		5.000	%		9/20/2017	1.7118%		2,000		(167	)		383		216
Delta Airline	FBF		5.000	%		12/20/2017	1.8084%		2,000		(115	)		338		221
										$	(966	)	$	2,222	$	1,256

⁽¹⁾  If the Fund is a seller of protection and a credit event occurs, as defined under the terms of that particular swap agreement, the Fund will either (i) pay to the buyer of protection an amount equal to the notional amount of the swap and take delivery of the referenced obligation or underlying securities comprising the referenced index or (ii) pay a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising the referenced index.

⁽²⁾  Implied credit spreads, represented in absolute terms, utilized in determining the market value of credit default swaps agreements on corporate issues and sovereign issues of an emerging country as of period end serve as an indicator of the current status of the payment/performance risk and represent the likelihood or risk of default for the credit derivative. The implied credit spread of a particular referenced entity reflects the cost of buying/selling protection and may include upfront payments required to be made to enter into the agreement. Wider credit spreads represent a deterioration of the referenced entity’s credit soundness and a greater likelihood or risk of default or other credit event occurring as defined under the terms of the agreement.

⁽³⁾  The maximum potential amount the Fund could be required to pay as a seller of credit protection or receive as a buyer of credit protection if a credit event occurs as defined under the terms of that particular swap agreement.

Glossary:

Counterpary Abbreviations:
FBF	Credit
GLM	Goldman
JPM	JPMorgan
Currency Abbreviations:
EUR	Euro	HKD	Hong Kong Dollar
GPB	British Pound	MXN	Mexican Peso
Exchange Abbreviations:
OTC	Over-the-Counter	Globex	Chicago Mercantile

See accompanying notes

26

American Beacon Funds^SM

Statements of Assets and Liabilities

February 28, 2014 (Unaudited) (in thousands, except share and per share amounts)

	The London Company Income Equity Fund		Zebra Global Equity Fund			Zebra Small Cap Equity Fund			SiM High Yield Opportunities Fund
Assets:
Investments in unaffiliated securities, at fair valueA	$	189,358	$	6,899		$	18,894		$	566,466
Foreign currency, at fair valueB		—		13			—			533
Cash		—		—			—			2,701
Swap premium paid		—		—			—			11,034
Swap Income receivable		—		—			—			118
Deposit with brokers for futures contracts		298		30			41			—
Dividends and interest receivable		595		14			31			11,069
Receivable for investments sold		—		—			25			5,312
Receivable for fund shares sold		1,393		—			17			2,075
Receivable for tax reclaims		—		3			—			165
Receivable for expense reimbursement (Note 2)		—		11			8			—
Receivable for variation margin on open futures contracts		11		1			—			—
Unrealized appreciation from swap agreements		—		—			—			2,222
Prepaid expenses		34		18			20			76
Total assets		191,689		6,989			19,036			601,771
Liabilities:
Swap premium received		—		—			—			12,000
Payable for investments purchased		119		—			—			3,121
Payable for fund shares redeemed		3,974		62			22			964
Payable for variation margin from open futures contracts		—		—			5			810
Payable under excess expense reimbursement plan (Note 2)		2		—			—			—
Dividends payable		—		—			—			293
Management and investment advisory fees payable		73		3			10			216
Administration and service fees payable		81		4			8			267
Transfer agent fees payable		1		3			1			42
Custody and fund accounting fees payable		2		1			—			2
Professional fees payable		12		20			17			33
Trustee fees payable		1		1			1			8
Payable for prospectus and shareholder reports		—		4			—			29
Other liabilities		—		—			—			1
Total liabilities		4,265		98			64			17,786
Net Assets	$	187,424	$	6,891		$	18,972		$	583,985
Analysis of Net Assets:
Paid-in-capital		172,777		5,961			17,456			566,289
Undistributed net investment income or (loss)		556		10			33			(2,119	)
Accumulated net realized gain (loss)		1,267		(18	)		(62	)		1,643
Unrealized appreciation of investments		12,694		917			1,507			13,101
Unrealized appreciation of currency transactions		—		3			—			3,661
Unrealized appreciation or (depreciation) of futures contracts		130		18			38			(812	)
Unrealized appreciation of swap agreements		—		—			—			2,222
Net assets	$	187,424	$	6,891		$	18,972		$	583,985
Shares outstanding at no par value (unlimited shares authorized):
Institutional Class		3,574,243		55,582			101,696			4,480,296
Y Class		6,035,110		15,750			426,026			11,122,210
Investor Class		1,164,473		67,619			400,718			26,093,444
A Class		1,661,708		357,823			323,618			8,389,211
C Class		2,159,192		74,562			102,424			6,571,781
Net assets (not in thousands):
Institutional Class	$	46,130,437	$	665,446		$	1,418,284		$	45,540,774
Y Class	$	77,547,461	$	190,030		$	6,000,833		$	114,258,841
Investor Class	$	14,976,473	$	810,847		$	5,609,006		$	270,741,628
A Class	$	21,267,398	$	4,326,140		$	4,535,301		$	85,829,751
C Class	$	27,502,620	$	898,238		$	1,408,806		$	67,613,631

See accompanying notes

27

American Beacon Funds^SM

Statements of Assets and Liabilities

February 28, 2014 (Unaudited) (in thousands, except share and per share amounts)

	The London Company Income Equity Fund		Zebra Global Equity Fund		Zebra Small Cap Equity Fund		SiM High Yield Opportunities Fund
Net asset value, offering and redemption price per share:
Institutional Class	$	12.91	$	11.97	$	13.95	$	10.16
Y Class	$	12.85	$	12.07	$	14.09	$	10.27
Investor Class	$	12.86	$	11.99	$	14.00	$	10.38
A Class	$	12.80	$	12.09	$	14.01	$	10.23
A Class (offering price)	$	13.58	$	12.83	$	14.86	$	10.74
C Class	$	12.74	$	12.05	$	13.75	$	10.29
A        Cost of investments in unaffiliated securities	$	176,663	$	5,979	$	17,387	$	549,733
B        Cost of foreign currency	$	—	$	13	$	—	$	531

See accompanying notes

28

American Beacon Funds^SM

Statement of Operations

For the Six Months ended February 28, 2014 (Unaudited) (in thousands)

	The London Company Income Equity Fund			Zebra Global Equity Fund			Zebra Small Cap Equity Fund			SiM High Yield Opportunities Fund
Investment Income:
Dividend income from unaffiliated securities (net of foreign taxes) A	$	2,266		$	63		$	161		$	634
Interest income		—			—			—			19,003
Total investment income		2,266			63			161			19,637
Expenses:
Management and investment advisory fees (Note 2)		292			14			43			1,276
Administration fees (Note 2):
Institutional Class		64			1			2			67
Y Class		77			—			5			149
Investor Class		18			1			8			391
A Class		35			9			6			161
C Class		35			1			2			125
Transfer agent fees:
Institutional Class		3			—			—			10
Y Class		1			—			—			5
Investor Class		2			1			1			18
A Class		1			1			—			8
C Class		1			—			—			6
Custody and fund accounting fees		8			11			3			41
Professional fees		18			19			17			47
Registration fees and expenses		37			32			30			69
Service fees (Note 2):
Y Class		26			—			2			50
Investor Class		15			1			7			358
A Class		13			3			2			60
C Class		13			1			1			47
Distribution fees (Note 2):
A Class		22			5			4			100
C Class		89			3			5			314
Prospectus and shareholder report expenses		4			5			2			40
Trustee fees		4			—			—			17
Other expenses		7			4			3			15
Total expenses		785			112			143			3,374
Net fees waived and expenses reimbursed (Note 2)		(21	)		(69	)		(47	)		(42	)
Net expenses		764			43			96			3,332
Net investment income		1,502			20			65			16,305
Realized and unrealized gain (loss) from investments:
Net realized gain (loss) from:
Investments		1,165			78			779			7,281
Foreign currency transactions		—			—			—			(829	)
Futures contracts		425			27			16			(2,721	)
Change in net unrealized appreciation or (depreciation) of:
Investments		10,295			562			509			16,817
Foreign currency transactions		—			72			—			5,022
Futures contracts		222			27			46			(1,680	)
Swap agreements		—			—			—			1,021
Net gain from investments		12,107			766			1,350			24,911
Net increase in net assets resulting from operations	$	13,609		$	786		$	1,415		$	41,216
A        Foreign taxes		—			2			—			—

See accompanying notes

29

American Beacon Funds^SM

Statement of Changes of Net Assets (in thousands)

	The London Company Income Equity Fund						Zebra Global Equity Fund
	Six Months Ended February 28, 2014			Year Ended August 31, 2013			Six Months Ended February 28, 2014			Year Ended August 31, 2013
	(unaudited)						(unaudited)
Increase (Decrease) in Net Assets:
Operations:
Net investment income	$	1,502		$	1,109		$	20		$	190
Net realized gain from investments, futures contracts, and foreign currency transactions		1,590			712			105			1,727
Change in net unrealized appreciation or (depreciation) from investments, futures contracts, and foreign currency transactions		10,517			2,122			661			(441	)
Net increase in net assets resulting from operations		13,609			3,943			786			1,476
Distributions to Shareholders:
Net investment income:
Institutional Class		(415	)		(555	)		(8	)		(21	)
Y Class		(424	)		(156	)		(2	)		(6	)
Investor Class		(92	)		(111	)		(13	)		(32	)
A Class		(124	)		(103	)		(40	)		(137	)
C Class		(71	)		(24	)		—			(3	)
Net realized gain from investments:
Institutional Class		(276	)		(10	)		(175	)		(52	)
Y Class		(389	)		(2	)		(40	)		(16	)
Investor Class		(93	)		(2	)		(159	)		(107	)
A Class		(137	)		(2	)		(805	)		(492	)
C Class		(144	)		—			(118	)		(24	)
Net distributions to shareholders		(2,165	)		(965	)		(1,360	)		(890	)
Capital Share Transactions:
Proceeds from sales of shares		102,732			95,667			1,429			665
Reinvestment of dividends and distributions		1,239			844			1,171			767
Cost of shares redeemed		(30,500	)		(10,856	)		(2,017	)		(8,872	)
Net increase (decrease) in net assets from capital share transactions (Note 9)		73,471			85,655			583			(7,440	)
Net increase (decrease) in net assets		84,915			88,633			9			(6,854	)
Net Assets:
Beginning of period		102,509			13,876			6,882			13,736
End of Period *	$	187,424		$	102,509		$	6,891		$	6,882
*  Includes undistributed net investment income (loss) of	$	5,561		$	171		$	10		$	55

See accompanying notes

30

American Beacon Funds^SM

Statement of Changes of Net Assets (in thousands)

	Zebra Small Cap Equity Fund						SiM High Yield Opportunities Fund
	Six Months Ended February 28, 2014			Year Ended August 31, 2013			Six Months Ended February 28, 2014			Year Ended August 31, 2013
	(unaudited)						(unaudited)
Increase (Decrease) in Net Assets:
Operations:
Net investment income	$	65		$	84		$	16,305		$	29,689
Net realized gain from investments, futures contracts, and foreign currency transactions		795			792			3,731			11,776
Change in net unrealized appreciation or (depreciation) from investments, futures contracts, and foreign currency transactions		555			845			21,180			(7,882	)
Net increase in net assets resulting from operations		1,415			1,721			41,216			33,583
Distributions to Shareholders:
Net investment income:
Institutional Class		—			(87	)		(1,723	)		(3,986	)
Y Class		—			(107	)		(3,786	)		(3,986	)
Investor Class		—			(144	)		(9,479	)		(14,641	)
A Class		—			(163	)		(2,793	)		(4,225	)
C Class		—			(39	)		(1,809	)		(2,850	)
Net realized gain from investments:
Institutional Class		(164	)		(62	)		(972	)		(164	)
Y Class		(294	)		(80	)		(2,323	)		(127	)
Investor Class		(633	)		(107	)		(5,954	)		(667	)
A Class		(295	)		(124	)		(1,827	)		(178	)
C Class		(104	)		(33	)		(1,418	)		(131	)
Net distributions to shareholders		(1,490	)		(946	)		(32,084	)		(30,955	)
Capital Share Transactions:
Proceeds from sales of shares		12,426			3,473			104,523			378,915
Reinvestment of dividends and distributions		1,394			853			28,266			25,146
Cost of shares redeemed		(4,066	)		(2,315	)		(76,084	)		(190,594	)
Redemption fees		—			—			10			217
Net increase in net assets from capital share transactions		9,754			2,011			56,715			213,684
Net increase in net assets		9,679			2,786			65,847			216,312
Net Assets:
Beginning of period		9,293			6,507			518,138			301,826
End of Period *	$	18,972		$	9,293		$	583,985		$	518,138
*  Includes undistributed net investment income (loss) of	$	33		$	9		$	(2,119	)	$	1,034

See accompanying notes

31

American Beacon Funds^SM

Notes to Financial Statements

February 28, 2014 (Unaudited)

1. Organization and Significant Accounting Policies

American Beacon Funds (the “Trust”), which is comprised of twenty-eight 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 The London Income Equity Fund, the American Beacon Zebra Global Equity Fund, the American Beacon Zebra Small Cap Equity Fund, and the SiM High Yield Opportunities 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. 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 directly or through an intermediary
A Class	General public and investors investing through an intermediary with applicable sales charges, which may include a front-end sales charge and a contingent deferred sales charge (“CDSC”)
C Class	General public and investors investing through an intermediary with applicable sales charges, which may include a CDSC

Each class offered by the Trust has equal rights as to assets and voting privileges. Income and non-class specific expenses are allocated daily to each class on the basis of the relative net assets. Realized and unrealized capital gains and losses of each class are allocated daily based on the relative net assets of each class of the Fund. Class specific expenses, where applicable, currently include administrative service fees, service fees, and distribution fees and vary amongst the classes as described more fully in Note 2.

Recently Adopted Accounting Pronouncements

In December 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities. The amendments in the ASU enhance disclosures about offsetting of financial assets and liabilities to enable investors to understand the effect of these arrangements on a fund’s financial position. In January 2013, FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. The amendments in ASU No. 2013-01 clarify the scope of disclosures required by ASU No. 2011-11. These ASUs are effective for annual periods beginning on or after January 1, 2013, and interim periods within those annual periods. The Funds adopted ASU 2011-11 and 2013-01 effective January 1, 2013. The adoption did not have any impact on the Funds’ financial statements as the accounting standard affects only the disclosure requirements for offsetting financial instruments.

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 each Fund are managed by investment advisors which have entered into separate

32

American Beacon Funds^SM

Notes to Financial Statements

February 28, 2014 (Unaudited)

investment advisory agreements with the Manager and the Trust. 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. The Funds pay the unaffiliated investment advisors hired to direct investment activities of the Funds. Management fees paid by the Funds during the six months ended February 28, 2014 were as follows (dollars in thousands):

Fund	Management Fee Rate			Management Fee		Amounts paid to Investment Advisors		Net Amounts Retained by Manager
The London Company Income Equity		0.41	%	$	292	$	257	$	35
Zebra Global Equity		0.40	%		14		12		2
Zebra Small Cap Equity		0.60	%		43		39		4
SiM High Yield Opportunities		0.47	%		1,276		1,139		137

Administration Agreement

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

Distribution Plans

The Funds, except for the 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 advisor 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 the Funds’ shares.

Separate Distribution Plans (the “Distribution Plans”) have been adopted pursuant to Rule 12b-1 under the Act for the 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 A Classes and and 1.00% of the average daily net assets of the C Classes of each Fund. 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.

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 an annualized fee of 0.10% of the average daily net assets of Y Class, 0.15% of the average daily net assets of the A and C Class, and up to 0.375% of the average daily net assets of the Investor Class of the Funds.

Interfund Lending Program

Pursuant to an exemptive order issued 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. This program provides an alternative credit facility allowing the Funds to borrow from other participating Funds. During the six months ended February 28, 2014, the Zebra Global Equity Fund borrowed $90,531 for 1 day at a rate of 0.71% with interest charges of $2 and the SiM High Yield Opportunities Fund borrowed $2,983,668 for 1 day at a rate of 0.68% with interest charges of $56. This amount is recorded within “Other expense” on the accompanying Statements of Operations.

33

American Beacon Funds^SM

Notes to Financial Statements

February 28, 2014 (Unaudited)

Expense Reimbursement Plan

The Manager contractually agreed to reimburse the following Funds to the extent that total annual fund operating expenses exceeded the Funds’ expense cap. During the period ended February 28, 2014, the Manager reimbursed expenses as follows:

Fund	Class	Expense Cap			Reimbursed or (Recouped) Expenses			Expiration of Reimbursed Expenses
The London Company Income Equity	Institutional		0.79	%	$	10,885		2017
The London Company Income Equity	Y		0.89	%		8,220		2017
The London Company Income Equity	Investor		1.17	%		(4,459	)	2017
The London Company Income Equity	A		1.29	%		3,252		2017
The London Company Income Equity	C		2.04	%		3,122		2017
Zebra Global Equity	Institutional		0.79	%		8,910		2017
Zebra Global Equity	Y		0.89	%		2,055		2017
Zebra Global Equity	Investor		1.17	%		9,814		2017
Zebra Global Equity	A		1.29	%		42,960		2017
Zebra Global Equity	C		2.04	%		5,622		2017
Zebra Small Cap Equity	Institutional		0.99	%		6,141		2017
Zebra Small Cap Equity	Y		1.09	%		10,852		2017
Zebra Small Cap Equity	Investor		1.37	%		16,298		2017
Zebra Small Cap Equity	A		1.49	%		10,268		2017
Zebra Small Cap Equity	C		2.24	%		3,389		2017
SiM High Yield Opportunities	Institutional		0.84	%		11,959		2017
SiM High Yield Opportunities	Y		0.94	%		9,626		2017
SiM High Yield Opportunities	A		1.34	%		11,962		2017
SiM High Yield Opportunities	C		2.09	%		8,663		2017

Of these amounts, $11,404, $8,298, and $107 are receivable from the Manager to the Zebra Global Equity, Zebra Small Cap Equity, and SiM High Yield Opportunities Funds, respectively, and $2,466 is payable from The London Company Income Equity Fund as of February 28, 2014. 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’s 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 reimbursed expenses listed above will expire in 2017. The carryover of excess expenses potentially reimbursable to the Manager are as follows:

Fund	Recovered Expenses		Excess Expense Carryover		Expired Expenses		Expiration of Reimbursed Expenses
The London Company Income Equity	$	4,459	$	113,146	$	—	2015
The London Company Income Equity		—		138,942		—	2016
Zebra Global Equity		—		46,357		47,533	2014
Zebra Global Equity		—		166,541		—	2015
Zebra Global Equity		—		162,423		—	2016
Zebra Small Cap Equity		—		100,737		—	2014
Zebra Small Cap Equity		—		155,632		—	2015
Zebra Small Cap Equity		—		122,920		—	2016
SiM High Yield Opportunities		—		108,505		5,128	2014
SiM High Yield Opportunities		—		131,807		—	2015
SiM High Yield Opportunities		—		153,626		—	2016

The Manager recovered $4,459 from the Investor Class of The London Company Income Equity Fund during the six months ended February 28, 2014 for the expenses that were set to expire August 31, 2015. The other Funds have not recorded a liability for potential reimbursements, due to the current assessment that a reimbursement is unlikely.

Sales Commissions

The Funds’ distributor, Foreside Fund Services, LLC (“Foreside”) may receive a portion of A Class sales charges from broker dealers and it may be used to offset distribution related expenses. For the six months

34

American Beacon Funds^SM

Notes to Financial Statements

February 28, 2014 (Unaudited)

ended February 28, 2014, Foreside collected $41,855, $52, $6,910, and $20,115 in sales commissions from the sale of A Class shares for The London Company Income Equity, Zebra Global Equity, Zebra Small Cap Equity, and SiM High Yield Opportunities Funds, respectively.

A CDSC of 0.50% will be deducted with respect to Class A Shares on certain purchases of $1,000,000 or more that are redeemed in whole or part within 18 months of purchase, unless waived as discussed in the Prospectus. Any applicable CDSC will be 0.50% of the lesser of the original purchase price or the value of the redemption of the Class A Shares redeemed. During the six months ended February 28, 2014, there were no CDSC fees collected for Class A Shares.

A CDSC of 1.00% will be deducted with respect to Class C Shares redeemed within 12 months of purchase, unless waived as discussed in the Prospectus. Any applicable CDSC will be 1.00% of the lesser of the original purchase price or the value of the redemption of the Class C Shares redeemed. During the six months ended February 28, 2014 CDSC fees of $2,389, $12 and $9,203 were collected for The London Company Income Equity, Zebra Small Cap Equity, and SiM High Yield Opportunities Funds, respectively.

3. Security Valuation and Fair Value Measurements

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, including exchange-traded funds (“ETFs”), 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 open-end mutual funds are valued at the closing net asset value (“NAV”) 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 to fair value.

Securities for which the 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 Trust’s Board of Trustees (the “Board”).

Futures contracts are valued based upon their quoted daily settlement prices. Upon entering into a futures contract, the Fund is required to deposit with its futures broker, an amount of cash or U.S. Government and Agency Obligations in accordance with the initial margin requirements of the broker or exchange. Futures contracts are marked to market daily and an appropriate payable or receivable for the change in value (“variation margin”) is recorded by the Fund. Gains or losses are recognized but not considered realized until the contracts expire or are closed. Futures contracts involve, to varying degrees, risk of loss in excess of the variation margin disclosed on the Statements of Assets and Liabilities.

Other investments, including restricted securities, and those financial instruments for which the above valuation procedures are inappropriate or are deemed not to reflect fair value are stated at fair value as determined in good faith by the Valuation Committee, established by the Fund’s Board.

For valuation purposes, the last quoted prices of non-U.S. equity securities may be adjusted under the circumstances described below. If the Fund determines that developments between the close of a foreign market and the close of the Exchange will, in its judgment, materially affect the value of some or all of its

35

American Beacon Funds^SM

Notes to Financial Statements

February 28, 2014 (Unaudited)

portfolio securities, the Fund will adjust the previous closing prices to reflect what it believes to be the fair value of the securities as of the close of the Exchange. In deciding whether it is necessary to adjust closing prices to reflect fair value, the Fund reviews a variety of factors, including developments in foreign markets, the performance of U.S. securities markets, and the performance of instruments trading in U.S. markets that represent foreign securities and baskets of foreign securities. A Fund may also fair value securities in other situations, such as when a particular foreign market is closed, but the Fund is open. The Fund uses outside pricing services to provide it with closing prices and information to evaluate and/or adjust those prices. The Fund cannot predict how often it will use closing prices and how often it will determine it necessary to adjust those prices to reflect fair value. As a means of evaluating its security valuation process, the Fund routinely compares closing prices, the next day’s opening prices in the same markets, and adjusted prices.

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.

Level 1 and Level 2 trading assets and trading liabilities, at fair value.

Fixed income securities including corporate, convertible and municipal bonds and notes, U.S. government agencies, U.S. treasury obligations, sovereign issues, bank loans, convertible preferred securities and non-U.S. bonds are normally valued by pricing service providers that use broker dealer quotations, reported trades or valuation estimates from their internal pricing models. The service providers’ internal models use inputs that are observable such as issuer details, interest rates, yield curves, prepayment speeds, credit risks/spreads, default rates and quoted prices for similar assets. Securities that use similar valuation techniques and inputs as described above are categorized as Level 2 of the fair value hierarchy.

Fixed income securities purchased on a delayed-delivery basis are marked to market daily until settlement at the forward settlement date are categorized as Level 2 of the fair value hierarchy.

Mortgage-related and asset-backed securities are usually issued as separate tranches, or classes, of securities within each deal. These securities are also normally valued by pricing service providers that use broker dealer quotations or valuation estimates from their internal pricing models. The pricing models for these securities usually consider tranche-level attributes, current market data, estimated cash flows and market-based yield spreads for each tranche, and incorporates deal collateral performance, as available. Mortgage-related and asset-backed securities that use similar valuation techniques and inputs as described above are categorized as Level 2 of the fair value hierarchy.

Common stocks and financial derivative instruments, such as futures contracts that are traded on a national securities exchange, are stated at the last reported sale or settlement price on the day of valuation. To the extent these securities are actively traded and valuation adjustments are not applied, they are categorized as Level 1 of the fair value hierarchy. Valuation adjustments may be applied to certain securities that are solely traded on a foreign exchange to account for the market movement between the close of the foreign market and the close of the Exchange. These securities are valued using pricing service providers that consider the correlation of the trading patterns of the foreign security to the intraday trading in the U.S.

36

American Beacon Funds^SM

Notes to Financial Statements

February 28, 2014 (Unaudited)

markets for investments. Securities using these valuation adjustments are categorized as Level 2 of the fair value hierarchy. Preferred securities and other equities traded on inactive markets or valued by reference to similar instruments are also categorized as Level 2 of the fair value hierarchy.

Investments in registered open-end investment management companies will be valued based upon the NAVs of such investments and are categorized as Level 1 of the fair value hierarchy. Short-term investments having a maturity of 60 days or less are generally valued at amortized cost which approximates fair market value. These investments are categorized as Level 2 of the fair value hierarchy.

Over-the-counter (“OTC”) financial derivative instruments, such as foreign currency contracts, options contracts, or swaps agreements, derive their value from underlying asset prices, indices, reference rates, and other inputs or a combination of these factors. These contracts are normally valued on the basis of broker dealer quotations or pricing service providers. Depending on the product and the terms of the transaction, the value of the financial derivative contracts can be estimated by a pricing service provider using a series of techniques, including simulation pricing models. The pricing models use inputs that are observed from actively quoted markets such as issuer details, indices, spreads, interest rates, curves, dividends and exchange rates. Financial derivatives that use similar valuation techniques and inputs as described above are categorized as Level 2 of the fair value hierarchy.

The Funds’ investments are summarized by level based on the inputs used to determine their values. U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) also requires all transfers between any levels to be disclosed. The end of period timing recognition has been adopted for the transfers between levels of each Fund’s assets and liabilities. During the six months ended February 28, 2014, there were no transfers between levels. As of February 28, 2014, the investments were classified as described below (in thousands):

The London Company Income Equity(1)	Level 1		Level 2			Level 3		Total
Preferred Stock	$	1,997	$	—		$	—	$	1,997
Common Stock		181,259		—			—		181,259
Short-Term Investments - Money Market Fund		6,102		—			—		6,102
Total Investments in Securities	$	189,358	$	—		$	—	$	189,358
Futures Contracts	$	130	$	—		$	—	$	130
Zebra Global Equity(1)	Level 1		Level 2			Level 3		Total
Foreign Common Stock	$	3,034	$	—		$	—	$	3,034
Domestic Common Stock		3,376		—			—		3,376
Short-Term Investments - Money Market Fund		489		—			—		489
Total Investments in Securities	$	6,899	$	—		$	—	$	6,899
Futures Contracts	$	18	$	—		$	—	$	18
Zebra Small Cap Equity(1)	Level 1		Level 2			Level 3		Total
Common Stock	$	17,806	$	—	2	$	—	$	17,806
Short-Term Investments - Money Market Fund		1,088		—			—		1,088
Total Investments in Securities	$	18,894	$	—		$	—	$	18,894
Futures Contracts	$	38	$	—		$	—	$	38

37

American Beacon Funds^SM

Notes to Financial Statements

February 28, 2014 (Unaudited)

SiM High Yield Opportunities(1)	Level 1			Level 2		Level 3		Total
Common Stock	$	8,503		$	—	$	—	$	8,503
Preferred Stock		—			15,585		—		15,585
Domestic Convertible Obligations		—			11,174		—		11,174
Domestic Obligations		—			410,190		—		410,910
Foreign Convertible Obligations		—			6,413		—		6,413
Foreign Obligations		—			97,985		—		97,985
U.S. Agency Obligations		—			10,869		—		10,869
U.S. Treasury Obligations		—			1,458		—		1,458
Short-Term Investments – Money Market Fund		4,289			—		—		4,289
Total Investments in Securities	$	12,792		$	553,674	$	—	$	566,466
Financial derivative instruments-assets	Level 1			Level 2		Level 3		Total
Swap Agreements	$	—		$	1,255	$	—	$	1,255
Futures Contracts		—			—		—		—
	$	—		$	1,255	$	—	$	1,255
Financial derivative instruments-liabilities	Level 1			Level 2		Level 3		Total
Swap Agreements	$	—		$	—	$	—	$	—
Futures Contracts		(812	)		—		—		(812	)
	$	(812	)	$	—	$	—	$	(812	)

⁽¹⁾  Refer to the Schedules of Investments for industry or country information.

⁽²⁾  Amount less than $500 but greater than $0.

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 NAV. 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, expense and purchases and sales of investments are translated into U.S. dollars at the rate of the 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’ Statement of Operations.

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.

38

American Beacon Funds^SM

Notes to Financial Statements

February 28, 2014 (Unaudited)

Commission Recapture

The Funds, except for SiM High Yield Opportunities Fund, 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, if applicable.

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.

Redemption Fees

The SiM High Yield Opportunities Fund imposes 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 Fund. The “first-in, first-out” method is used to determine the holding period. The fee is allocated to all classes of the Fund prorata based on their respective net assets.

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 trustees 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.

4. Securities and other Investments

American Depositary Receipts (“ADRs”)

ADRs are depositary receipts for foreign issuers in registered form traded in U.S. securities markets. Depositary receipts may not be denominated in the same currency as the securities into which they may be converted. Investing in depositary receipts entails substantially the same risks as direct investment in foreign securities. There is generally less publicly available information about foreign companies and there may be less governmental regulation and supervision of foreign stock exchanges, brokers and listed companies. In addition, such companies may use different accounting and financial standards (and certain currencies may become unavailable for transfer from a foreign currency), resulting in the Fund’s possible inability to convert immediately into U.S. currency proceeds realized upon the sale of portfolio securities of the affected foreign companies. In addition, the Fund may invest in unsponsored depositary receipts, the issuers of which are not obligated to disclose material information about the underlying securities to investors in the United States. Ownership of unsponsored depositary receipts may not entitle the Fund to the same benefits and rights as ownership of a sponsored depositary receipt or the underlying security.

39

American Beacon Funds^SM

Notes to Financial Statements

February 28, 2014 (Unaudited)

Inflation-Indexed Bonds

The SiM High Yield Opportunities Fund may invest in inflation-indexed bonds. Inflation-indexed bonds are fixed-income securities whose principal value is periodically adjusted based on the rate of inflation. The interest rate on these bonds is generally fixed at issuance at a rate lower than typical bonds. Over the life of an inflation-indexed bond, however, interest will be paid based on a principal value, which is adjusted for inflation. Any increase or decrease in the principal amount of an inflation-indexed bond will be included as interest income on the Statements of Operations, even though investors do not receive their principal until maturity.

Payment In-Kind Securities

The SiM High Yield Opportunities Fund may invest in payment in-kind securities (“PIKs”). PIKs give the issuer the option at each interest payment date of making interest payments in either cash or additional debt securities. Those additional debt securities usually have the same terms, including maturity dates and interest rates, and associated risks as the original bonds. The daily market quotations of the original bonds may include the accrued interest (referred to as a dirty price) and require a prorata adjustment from the unrealized appreciation or depreciation on investment to interest receivable in the Statements of Assets and Liabilities.

Restricted Securities

The Funds may invest in securities that are subject to legal or contractual restrictions on resale. These securities may be sold privately, but are required to be registered or exempted from such registration before being sold to the public. Private placement securities are generally considered to be restricted except for those securities traded between qualified institutional investors under the provisions of Rule 144A of the Securities Act of 1933. Disposal of restricted securities may involve time-consuming negotiations and expenses, and prompt sale at an acceptable price may be difficult to achieve. Restricted securities outstanding at the six months ended February 28, 2014 are disclosed in the Notes to the Schedule of Investments.

High-Yield Securities

Non-investment-grade securities are rated below the four highest credit grades by at least one of the public rating agencies (or are unrated if not publicly rated). Participation in high-yielding securities transactions generally involves greater returns in the form of higher average yields. However, participation in such transactions involves greater risks, including sensitivity to economic changes, solvency, and relative liquidity in the secondary trading market. Lower ratings may reflect a greater possibility that the financial condition of the issuer, or adverse changes in general economic conditions, or both, may impair the ability of the issuer to make payments of interest and principal. The prices and yields of lower-rated securities generally fluctuate more than higher-quality securities, and such prices may decline significantly in periods of general economic difficulty or rising interest rates.

Real Estate Investment Trusts

The Funds may own shares of real estate investment trusts (“REITs”) which report information on the source of their distributions annually. The Funds re-characterizes distributions received from REIT investments based on information provided by the REITs into the following categories: ordinary income, long-term capital gains, and return of capital. If information is not available on a timely basis from the REITs, the re-characterization will be estimated based on available information which may include the previous year allocation. If new or additional information becomes available from the REITs at a later date, a re-characterization will be made the following year. These re-characterizations are not recorded for financial statement purposes, but as an adjustment to the calculation of taxable income.

40

American Beacon Funds^SM

Notes to Financial Statements

February 28, 2014 (Unaudited)

Other Investment Company Securities and Other Exchange Traded Products

The Funds may invest in shares of other investment companies, including open-end funds, closed-end funds, business development companies, ETFs, exchange-traded notes (“ETNs”), unit investment trusts, and other investment companies of the Trust. The Funds may invest in investment company securities advised by the Manager or a sub-advisor. Investments in the securities of other investment companies may involve duplication of advisory fees and certain other expenses. By investing in another investment company, a Fund becomes a shareholder of that investment company. As a result, Fund shareholders indirectly will bear a Fund’s proportionate share of the fees and expenses paid by shareholders of the other investment company, in addition to the fees and expenses Fund shareholders directly bear in connection with the Fund’s own operations. These other fees and expenses are reflected as Acquired Fund Fees and Expenses and are included in the Fees and Expenses Table for the Fund in its Prospectus, if applicable. Investments in other investment companies may involve the payment of substantial premiums above the value of such issuer’s portfolio securities.

Master Agreements

The SiM High Yield Opportunities Fund is a party to International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreements”) with counterparties that govern transactions in over-the-counter derivative and foreign exchange contracts entered into by the Fund and those counterparties. The ISDA Master Agreements contain provisions for general obligations, representations, agreements, collateral and events of default or termination. Events of termination include conditions that may entitle counterparties to elect to terminate early and cause settlement of all outstanding transactions under the applicable ISDA Master Agreement.

Any election to terminate early could be material to the financial statements. Since different types of forward and OTC financial derivative transactions have different mechanics and are sometimes traded out of different legal entities of a particular counterparty organization, each type of transaction may be covered by a different Master Agreement, resulting in the need for multiple agreements with a single counterparty. As the Master Agreements are specific to unique operations of different asset types, they allow a Fund to net its total exposure to a counterparty in the event of a default with respect to all the transactions governed under a single agreement with a counterparty.

Master Repurchase Agreements (“Master Repo Agreements”) govern transactions between a Fund and select counterparties. The Master Repo Agreements maintain provisions for, among other things, initiation, income payments, events of default, and maintenance of collateral for Repurchase and Reverse Repurchase Agreements.

Master Securities Forward Transaction Agreements (“Master Forward Agreements”) govern the considerations and factors surrounding the settlement of certain forward settling transactions, such as delayed delivery or sale-buyback financing transactions by and between a Fund and select counterparties. The Master Forward Agreements maintain provisions for, among other things, initiation and confirmation, payment and transfer, events of default, termination, and maintenance of collateral.

5. Financial Derivative Instruments

The Funds may utilize derivative instruments to enhance return, hedge risk, gain efficient exposure to an asset class or to manage liquidity. When considering the Funds’ use of derivatives, it is important to note that the Fund does not use derivatives for the purpose of creating financial leverage.

41

American Beacon Funds^SM

Notes to Financial Statements

February 28, 2014 (Unaudited)

Swap Agreements

The SiM High Yield Opportunities Fund may invest in swap agreements. Swap agreements are privately negotiated agreements between the Fund and a counterparty to exchange or swap investment cash flows, assets, foreign currencies or market-linked returns at specified, future intervals. The Fund may enter into credit default, cross-currency, interest rate and other forms of swap agreements to manage its exposure to credit, currency, interest rate, and inflation risk. In connection with these agreements, securities or cash may be identified as collateral in accordance with the terms of the respective swap agreements to provide assets of value and recourse in the event of default or bankruptcy/insolvency.

Swaps are marked to market daily based upon values from third party vendors or quotations from market makers to the extent available and the change in value, if any, is recorded as an unrealized gain or loss on the Statements of Assets and Liabilities. In the event that market quotes are not readily available and the swap cannot be valued pursuant to one of the valuation methods, the value of the swap will be determined in good faith by the Valuation Committee pursuant to procedures approved by the Board.

Payments received or made at the beginning of the measurement period are reflected as such on the Statements of Assets and Liabilities and represent payments made or received upon entering into the swap agreement to compensate for differences between the stated terms of the swap agreement and prevailing market conditions (credit spreads, currency exchange rates, interest rates, and other relevant factors). These upfront payments are recorded as realized gains or losses on the Statements of Operations upon termination or maturity of the swap. A liquidation payment received or made at the termination of the swap is recorded as realized gain or loss on the Statements of Operations. Net periodic payments received or paid by a Fund are included as part of realized gains or losses on the Statements of Operations.

Entering into these agreements involves, to varying degrees, elements of credit, market and documentation risk in excess of the amounts recognized on the Statements of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparty to the agreements may default on its obligation to perform or disagree as to the meaning of contractual terms in the agreements and that there may be unfavorable changes in interest rates.

The Fund’s maximum risk of loss from counterparty credit risk is the discounted net value of the cash flows to be received from the counterparty over the contract’s remaining life, to the extent that amount is positive. The risk is mitigated by having a master netting arrangement between the Fund and the counterparty and by the posting of collateral to the Fund to cover the Fund’s exposure to the counterparty.

Credit Default Swap Agreements

Credit default swap agreements involve one party making a stream of payments (referred to as the buyer of protection) to another party (the seller of protection) in exchange for the right to receive a specified return in the event of a default or other credit event for the referenced entity, obligation or index. As a seller of protection on credit default swap agreements, the Fund will generally receive from the buyer of protection a fixed rate of periodic premium throughout the term of the swap provided that there is no credit event. As the seller, the Fund would effectively add leverage to its portfolio because, in addition to its total net assets, the Fund would be subject to investment exposure up to the notional amount of the swap.

If the Fund is a seller of protection and a credit event occurs, as defined under the terms of that particular swap agreement, the Fund will either (i) pay to the buyer of protection an amount equal to the notional amount of the swap and take delivery of the referenced obligation, other deliverable obligations or underlying securities comprising the referenced index or (ii) pay a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising the referenced index. If the Fund is a buyer of protection and a credit event occurs, as defined under the terms of that particular swap agreement, the Fund will either (i) receive from the seller of protection an amount equal to the notional amount of the swap and deliver the referenced obligation,

42

American Beacon Funds^SM

Notes to Financial Statements

February 28, 2014 (Unaudited)

other deliverable obligations or underlying securities comprising the referenced index or (ii) receive a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising the referenced index. Recovery values are estimated by market makers considering either industry standard recovery rates or entity specific factors and considerations until a credit event occurs. If a credit event has occurred, the recovery value is determined by a facilitated auction whereby a minimum number of allowable broker bids, together with a specified valuation method, are used to calculate the settlement value.

Credit default swap agreements on corporate issues, sovereign issues of an emerging country or U.S. municipal issues involve one party making a stream of payments to another party in exchange for the right to receive a specified return in the event of a default or other credit event. If a credit event occurs and cash settlement is not elected, a variety of other deliverable obligations may be delivered in lieu of the specific referenced obligation. The ability to deliver other obligations may result in a cheapest-to-deliver option (the buyer of protection’s right to choose the deliverable obligation with the lowest value following a credit event). The Fund may use credit default swaps on corporate issues, sovereign issues of an emerging country or U.S. municipal issues to provide a measure of protection against defaults of the issuers (i.e., to reduce risk where the Fund owns or has exposure to the referenced obligation) or to take an active long or short position with respect to the likelihood of a particular issuer’s default.

Implied credit spreads, represented in absolute terms, utilized in determining the market value of credit default swap agreements on corporate issues, sovereign issues of an emerging country or U.S. municipal issues as of period end are disclosed in the Notes to the Schedule of Investments and serve as an indicator of the current status of the payment/performance risk and represent a market participant view of the likelihood or risk of default for the underlying referent security to credit derivative. The implied credit spread of a particular referenced entity reflects the cost of buying/selling protection and may include upfront payments required to be made to enter into the agreement. For credit default swap agreements on asset-backed securities and credit indices, the quoted market prices and resulting values serve as the indicator of the current status of the payment/performance risk. Wider credit spreads represent a deterioration of the referenced entity’s credit soundness and a greater likelihood or risk of default or other credit event occurring as defined under the terms of the agreement.

The maximum potential amount of future payments (undiscounted) that the Fund as a seller of protection could be required to make under a credit default swap agreement would be an amount equal to the notional amount of the agreement. Notional amounts of each individual credit default swap agreements outstanding as of February 28, 2014 for which the Fund is the seller of protection is disclosed in the Notes to the Schedules of Investments. These potential amounts would be partially offset by any recovery values of the respective referenced obligations, upfront payments received upon entering into the agreement, or net amounts received from the settlement of buy protection credit default swap agreements entered into by the Fund for the same referenced entity or entities.

For the six months ended February 28, 2014, the SiM High Yield Opportunities Fund entered into credit default swaps primarily for return enhancement, hedging, and exposing cash to markets.

The Fund’s credit default swap contract notional amounts outstanding fluctuate throughout the operating year as required to meet the strategic requirements. The following table illustrates the quarterly volume of credit default swap contracts. For the purpose of this disclosure, the volume is measured by the notional amounts outstanding at each quarters end (000’s).

	Credit Default Swap Notional Amounts Outstanding
For the Quarter Ended	August 31, 2013		February 28, 2014
SiM High Yield Opportunities	$	12,000	$	12,000

43

American Beacon Funds^SM

Notes to Financial Statements

February 28, 2014 (Unaudited)

Over-the-Counter Swap Agreements

OTC financial derivative instruments such as forward currency contracts, options contracts, interest rate, and credit default swap agreements derive their value from underlying asset prices, indices, reference rates, and other inputs or a combination of these factors. These instruments are valued using evaluated prices furnished by a pricing service selected by the Board. In certain cases, when a valuation is not readily available from a pricing service, the Fund’s Manager may provide a valuation pursuant to procedures approved by the Board. Depending on the instrument and the terms of the transaction, the value of the derivative instrument can be determined by a pricing service or the Manager using a series of techniques, including simulation pricing models. The pricing models are inputs, such as issuer details, indices, spreads, interest rates, yield curves, dividends, and exchange rates, that are observed from actively quoted markets. Derivative instruments that use valuation techniques and inputs similar to those described above are normally categorized as Level 2 in the fair valuation hierarchy.

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 a portion of the face value of the futures contract. The Funds usually reflect this amount on the Schedule of Investments as a U.S. Treasury Bill held as collateral for futures contracts or as cash deposited with broker 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 or 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.

For the six months ended February 28, 2014, the Funds entered into future contracts primarily for return enhancement and exposing cash to markets.

The Funds’ futures contracts outstanding fluctuate throughout the operating year as required to meet strategic requirements. The following table illustrates the quarterly volume of futures contracts. For purpose of this disclosure, volume is measured by contracts outstanding at period end.

	Number of Futures Contracts Outstanding
For the Quarter Ended	August 31, 2013		February 28, 2014
The London Company Income Equity		5		6
Zebra Global Equity		1		1
Zebra Small Cap Equity		1		1
SiM High Yield Opportunities		43		145

44

American Beacon Funds^SM

Notes to Financial Statements

February 28, 2014 (Unaudited)

The following is a summary of the Funds’ derivative financial instruments categorized by risk exposure (in thousands) ^(1) (2):

Fair Values of financial instruments on the Statements of Assets and Liabilities as of February 28, 2014 (000’s):

		The London Company Income Equity		Zebra Global Equity		Zebra Small Cap Equity
Statements of Assets and Liabilities	Derivative
Unrealized appreciation of futures contracts	Equity Contracts	$	130	$	18	$	38

The effect of derivative financial instruments on the Statements of Assets and Liabilities during the six months ended February 28, 2014 (000’s):

Statements of Operations
Net realized gain from futures contracts	Equity Contracts	$	425	$	27	$	16
Change in net unrealized appreciation of futures contracts	Equity Contracts		222		27		46

⁽¹⁾  See Note 3 in the Notes to Financial Statements for additional information.

⁽²⁾  The volume of derivative activity described above is reflective of the derivative activity through the current period of operations.

SiM High Yield Opportunities

The following is a summary of the Fund’s derivative financial instruments categorized by risk exposure⁽¹⁾⁽²⁾:

Fair Values of financial instruments on the Statements of Assets and Liabilities as of February 28, 2014 (000’s):

	Derivatives not accounted for as hedging instruments
	Credit contracts		Foreign exchange contracts			Interest rate contracts		Equity contracts		Total
Assets:
Unrealized appreciation of futures contracts	$	—	$	—		$	—	$	—	$	—
Unrealized appreciation of swap agreements		2,222		—			—		—		2,222
Total Assets:	$	2,222	$	—		$	—	$	—	$	2,222
Liabilities:
Unrealized depreciation and futures contracts	$	—	$	(812	)	$	—	$	—	$	(812	)
Unrealized depreciation of swap agreements		—		—			—		—		—
Total Liabilities:	$	—	$	(812	)	$	—	$	—	$	(812	)

The effect of financial derivative instruments on the Statement of Operations for the six months ended February 28, 2014 (000’s):

	Derivatives not accounted for as hedging instruments
	Credit contracts			Foreign exchange contracts			Equity contracts		Total
Realized gain or (loss) on derivatives recognized as a result from operations:
Net realized loss from futures contracts	$	—		$	(2,721	)	$	—	$	(2,721	)
Net realized gain from swap agreements		—	3		—			—		—
Total Realized losses on derivatives:	$	—		$	(2,721	)	$	—	$	(2,721	)
Net change in unrealized appreciation or (depreciation) on derivatives recognized as a result from operations:
Change in net unrealized depreciation of futures contracts	$	—		$	(1,680	)	$	—	$	(1,680	)
Change in net unrealized appreciation of swap agreements		1,021			—			—		1,021
Total Net change in unrealized appreciation or (depreciation)	$	1,021		$	(1,680	)	$	—	$	(659	)

⁽¹⁾  See Note 3 in the Notes to Financial Statements for additional information.

⁽²⁾  The volume of derivative activity described above is reflective of the derivative activity through the current period of operations.

⁽³⁾  Amount less than $500 but greater than $0.

6. Principal Risks

In the normal course of business the Funds trade financial instruments and enter into financial transactions where risk of potential loss exists. Security values fluctuate (market risk) and may decline due to factors affecting securities markets in general, particular industries represented in the securities markets or conditions specifically related to a particular company. Failure of the other party to a transaction to perform (credit risk), for example by not making principal and interest payments when due, reduces the value of the issuer’s debt and could reduce the Funds’ income. Similar to credit risk, the Funds may be exposed to

45

American Beacon Funds^SM

Notes to Financial Statements

February 28, 2014 (Unaudited)

counterparty risk, or the risk that an institution or other entity with which the Funds have unsettled or open transactions will fail to make required payments or otherwise comply with the terms of the instrument, transaction or contract. The potential loss could exceed the value of the financial assets recorded in the financial statements. Some of the Funds’ investments may be illiquid and the Funds may not be able to vary the portfolio investments in response to changes in economic and other conditions. If a Fund is required to liquidate all or a portion of its investments quickly, the Fund may realize significantly less than the value at which it previously recorded those investments.

In the normal course of business the Funds trade financial instruments and enter into financial transactions where risk of potential loss exists due to changes in the market (market risk), or failure or inability of the other party to a transaction to perform (credit and counterparty risk). See below for a detailed description of select principal risks.

Market Risks

The Funds’ investments in financial derivatives and other financial instruments expose the Funds to various risks such as, but not limited to, interest rate, foreign currency and equity risks.

Interest rate risk is the risk that fixed income securities will decline in value because of changes in interest rates. As nominal interest rates rise, the value of certain fixed income securities held by the Fund is likely to decrease. A nominal interest rate can be described as the sum of a real interest rate and an expected inflation rate. Fixed income securities with longer durations tend to be more sensitive to changes in interest rates, usually making them more volatile than securities with shorter durations. Duration is useful primarily as a measure of the sensitivity of a fixed income’s market price to interest rate (i.e. yield) movements.

If the Funds invest directly in foreign currencies or in securities that trade in, and receive revenues in, foreign currencies, or in financial derivatives that provide exposure to foreign currencies, it will be subject to the risk that those currencies will decline in value relative to the base currency of the Funds, or, in the case of hedging positions, that the Funds’ base currency will decline in value relative to the currency being hedged. Currency rates in foreign countries may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention (or the failure to intervene) by U.S. or foreign governments, central banks or supranational entities such as the International Monetary Fund, or by the imposition of currency controls or other political developments in the United States or abroad. As a result, the Funds’ investments in foreign currency denominated securities may reduce the returns of the Fund.

The fair values of equities, such as common stocks and preferred securities or equity related investments such as futures and options, may decline due to general market conditions which are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. They may also decline due to factors which affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. Equity securities and equity related investments generally have greater market price volatility than fixed income securities.

Credit and Counterparty Risks

The SiM High Yield Opportunities Fund will be exposed to credit risk with respect to issuers of portfolio securities. The Fund minimizes concentrations of credit risk by undertaking transactions with a large number of issuers. The Fund could lose money if the issuer or guarantor of a fixed income security, or the counterparty to a financial derivatives contract, repurchase agreement or a loan of portfolio securities, is unable or unwilling to make timely principal and/or interest payments, or to otherwise honor its obligations. Securities are subject to varying degrees of credit risk, which are often reflected in credit ratings.

46

American Beacon Funds^SM

Notes to Financial Statements

February 28, 2014 (Unaudited)

Similar to credit risk, the SiM High Yield Opportunities Fund may be exposed to counterparty risk, or the risk that an institution or other entity with which the Fund has unsettled or open transactions will default. Financial assets, which potentially expose the Fund to counterparty risk, consist principally of cash due from counterparties and investments. Furthermore, to the extent that unpaid amounts owed to the Fund exceed a predetermined threshold agreed to with the counterparty, such counterparty shall advance collateral to the Fund in the form of cash or cash equivalents equal in value to the unpaid amount owed to the Fund. The Fund may invest such collateral in securities or other instruments and will typically pay interest to the counterparty on the collateral received. If the unpaid amount owed to the Fund subsequently falls, the Fund would be required to return to the counterparty all or a portion of the collateral previously advanced to the Fund.

All transactions in listed securities are settled/paid for upon delivery using approved counterparties. The risk of default is considered minimal, as delivery of securities sold is only made once the Fund has received payment. Payment is made on a purchase once the securities have been delivered by the counterparty. The trade will fail if either party fails to meet its obligation.

The SiM High Yield Opportunities Fund is subject to various Master Agreements, which govern the terms of certain transactions with select counterparties. These Master Agreements reduce the counterparty risk associated with relevant transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Since different types of forward and OTC derivative transactions have different mechanics and are sometimes traded out of different legal entities of a particular counterparty organization, each type of transaction may be covered by a different Master Agreement and result in the need for multiple agreements with a single counterparty. Therefore, exposure cannot be netted and collateralized across all types of transactions. Exposures can only be netted across transactions governed under the same Master Agreement with the same legal entity.

Master Agreements can also help limit counterparty risk by specifying collateral posting arrangements at pre-arranged exposure levels. Under the Master Agreements, collateral is routinely transferred if the total net exposure to certain transactions (net of existing collateral already in place) governed under the relevant master agreement with a counterparty in a given account exceeds a specified threshold, which typically ranges from zero to $250,000 depending on the counterparty and the type of Master Agreement. United States Treasury bills and US dollar cash are generally the preferred forms of collateral, although other forms of AAA rated paper may be used. The Fund’s overall exposure to counterparty risk can change substantially within a short period, as it is affected by each transaction subject to the relevant Master Agreement. Master Repurchase Agreements (“Master Repo Agreements”) govern transactions between the Fund and select counterparties. The Master Repo Agreements maintain provisions for, among other things, initiation, income payments, events of default, and maintenance of collateral for Repurchase Agreements.

Master Securities Forward Transaction Agreements (“Master Forward Agreements”) govern the considerations and factors surrounding the settlement of certain purchases and sales made on a delayed-delivery basis by and between the Fund and select counterparties. The Master Forward Agreements maintain provisions for, among other things, initiation and confirmation, payment and transfer, events of default, termination, and maintenance of collateral.

International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreements”) govern OTC financial derivative transactions entered into by the SiM High Yield Opportunities Fund and those counterparties. The ISDA Master Agreements maintain provisions for general obligations, representations, agreements, collateral and events of default or termination. Events of termination include conditions that may entitle counterparties to elect to terminate early and cause settlement of all outstanding transactions under the applicable ISDA Master Agreement. Any election to early terminate could be material to the financial statements. The fair value of OTC financial derivative transactions net of collateral received in or pledged by counterparty as of period end is disclosed in the Notes to the Schedule of Investments.

47

American Beacon Funds^SM

Notes to Financial Statements

February 28, 2014 (Unaudited)

Offsetting Assets and Liabilities

The Funds are parties to enforceable master netting agreements between brokers and counterparties, which provide for the right to offset under certain circumstances. The Funds employ multiple money managers and counterparties and have elected not to offset qualifying financial and derivative instruments on the Statements of Assets and Liabilities, as such all financial and derivative instruments are presented on a gross basis. The impacts of netting arrangements that provide the right to offset are detailed below. The net amount represents the net receivable or payable that would be due from or to the counterparty in the event of default. Exposure from borrowings and other financing agreements such as repurchase agreements can only be netted across transactions governed by the same Master Agreement with the same legal entity. All amounts reported below represent the balance as of February 28, 2014 (in thousands).

The London Company Income Equity

Offsetting of Financial Assets and Derivative Assets as of February 28, 2014

Description	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Assets and Liabilities		Net Amounts of Liabilities Presented in the Statement of Assets and Liabilities
Futures Contracts	$	11	$	—	$	11

Financial Assets, Derivative Assets, and Collateral Pledged by Counterparty as of February 28, 2014

	Net amount of Assets Presented in the Statement of Assets and Liabilities		Gross Amounts Not Offset in the Statement of Assets and Liabilities				Net Amount
Counterparty			Financial Instruments		Cash Collateral Received
Goldman Sachs & Co.	$	11	$	—	$	—	$	11

Zebra Global Equity

Offsetting of Financial Assets and Derivative Assets as of February 28, 2014

Description	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Assets and Liabilities		Net Amounts of Liabilities Presented in the Statement of Assets and Liabilities
Futures Contracts	$	1	$	—	$	1

Financial Assets, Derivative Assets, and Collateral Pledged by Counterparty as of February 28, 2014

	Net amount of Assets Presented in the Statement of Assets and Liabilities		Gross Amounts Not Offset in the Statement of Assets and Liabilities				Net Amount
Counterparty			Financial Instruments		Cash Collateral Received
Goldman Sachs & Co.	$	1	$	—	$	—	$	1

Zebra Small Cap Equity

Offsetting of Financial Assets and Derivative Assets as of February 28, 2014

Description	Gross Amounts of Recognized Assets			Gross Amounts Offset in the Statement of Assets and Liabilities		Net Amount of Liabilitie Presented in the Statement of Assets and Liabilities
Futures Contracts	$	(5	)	$	—	$	(5	)

Financial Assets, Derivative Assets, and Collateral Pledged by Counterparty as of February 28, 2014

	Net amount of Assets Presented in the Statement of Assets and Liabilities			Gross Amounts Not Offset in the Statement of Assets and Liabilities				Net Amount
Counterparty				Financial Instruments		Cash Collateral Received
Goldman Sachs & Co.	$	(5	)	$	—	$	—	$	(5	)

48

American Beacon Funds^SM

Notes to Financial Statements

February 28, 2014 (Unaudited)

SiM High Yield Opportunities

Offsetting of Financial Assets and Derivative Assets as of February 28, 2014

Description	Gross Amounts of Recognized Assets			Gross Amounts Offset in the Statement of Assets and Liabilities		Net Amounts of Liabilities Presented in the Statement of Assets and Liabilities
Credit Default Swaps	$	2,222		$	—	$	2,222
Futures Contracts		(812	)		—		(812	)
	$	1,410		$	—	$	1,410

Financial Assets, Derivative Assets, and Collateral Pledged by Counterparty as of February 28, 2014

	Net amount of Assets Presented in the Statement of Assets and Liabilities			Gross Amounts Not Offset in the Statement of Assets and Liabilities					Net Amount
Counterparty				Financial Instruments		Cash Collateral Received1
Credit Suisse Securities LLC	$	708		$	—	$	708		$	—
Goldman, Sachs & Co.		767			—		767			—
JPMorgan Clearing Corp.		747			—		747			—
Merrill Lynch, Pierce, Fenner & Smith, Inc.		(812	)		—		(812	)		—
	$	1,410		$	—	$	1,410		$	—

7. Federal Income and Excise Taxes

It is the policy of each Fund to qualify as a regulated investment company (“RIC”), by complying with all applicable provisions of Subchapter M of the Internal Revenue Code, as amended, 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.

The Funds do not have any unrecognized tax benefits in the accompanying financial statements. The tax years for the periods ended August 31, 2011, 2012, and 2013 remain subject to examination by the Internal Revenue Service. If applicable, the Funds recognized 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. GAAP. Accordingly, the character of distributions and composition of net assets for tax purposes may differ from those reflected in the accompanying financial statements.

The Funds may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on returns of income earned or gains realized or repatriated. Taxes are accrued and applied to net investment income, net realized capital gains and net unrealized appreciation or depreciation, as applicable, as the income is earned or capital gains are recorded.

49

American Beacon Funds^SM

Notes to Financial Statements

February 28, 2014 (Unaudited)

The tax character of distributions paid were as follows (in thousands):

	The London Company Income Equity				Zebra Global Equity
	Six months ended February 28, 2014		Year Ended August 31, 2013		Six months ended February 28, 2014		Year Ended August 31, 2013
	(unaudited)				(unaudited)
Distributions paid from:
Ordinary income*
Institutional Class	$	582	$	558	$	91	$	22
Y Class		659		157		21		6
Investor Class		148		111		88		33
A Class		207		105		419		143
C Class		158		23		56		3
Capital gain
Institutional Class		109		7		93		51
Y Class		154		1		21		15
Investor Class		37		2		84		106
A Class		54		1		425		487
C Class		57		—		62		24
Total distributions paid	$	2,165	$	965	$	1,360	$	890
	Zebra Small Cap Equity				SiM High Yield Opportunities
	Six months ended February 28, 2014		Year Ended August 31, 2013		Six months ended February 28, 2014		Year Ended August 31, 2013
	(unaudited)				(unaudited)
Distributions paid from:
Ordinary income*
Institutional Class	$	97	$	123	$	2,101	$	3,987
Y Class		175		153		4,693		3,985
Investor Class		376		205		11,803		14,641
A Class		175		234		3,507		4,225
C Class		62		58		2,362		2,850
Capital gain
Institutional Class		67		26		592		164
Y Class		120		34		1,417		127
Investor Class		258		46		3,630		667
A Class		120		53		1,114		178
C Class		40		14		865		131
Total distributions paid	$	1,490	$	946	$	32,084	$	30,955

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

As of February 28, 2014, the components of distributable earnings or (deficits) on a tax basis were as follows (in thousands):

	The London Company Income Equity			Zebra Global Equity			Zebra Small Cap Equity			SiM High Yield Opportunities
Cost basis of investments for federal income tax purposes**	$	176,660		$	5,991		$	17,378		$	550,152
Unrealized appreciation		14,299			1,020			1,873			33,346
Unrealized depreciation		(1,601	)		(112	)		(357	)		(15,777	)
Net unrealized appreciation or (depreciation)		12,698			908			1,516			17,569
Undistributed ordinary income		796			22			—			1,681
Accumulated long-term gain or (loss)		1,153			—			—			638
Other temporary differences		—			—			—			(2,192	)
Distributable earnings or (deficits)	$	14,647		$	930		$	1,516		$	17,696

** Includes fair value of swap agreements.

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 or (depreciation) are attributable primarily to the tax deferral of losses from wash sales, the realization for tax purposes of unrealized gains or(losses) on certain derivative instruments and the reclassification of income from real estate investment securities, royalty trusts, and publicly traded partnerships.

50

American Beacon Funds^SM

Notes to Financial Statements

February 28, 2014 (Unaudited)

Due to inherent differences in the recognition of income, expenses and realized gains or (losses) under U.S. GAAP 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, paydown reclasses, reclassifications of income from real estate investment securities, publicly traded partnerships, and royalty trusts, and dividend reclasses that have been reclassified as of February 28, 2014 (in thousands):

	The London Company Income Equity			Zebra Global Equity			Zebra Small Cap Equity			SiM High Yield Opportunities
Paid-in-capital	$	—		$	—		$	(411	)	$	(36	)
Undistributed net investment income		9			(2	)		(41	)		132
Accumulated net realized gain or (loss)		(8	)		1			453			(97	)
Unrealized appreciation or (depreciation) of investments,futures contracts, and swap agreements		(1	)		1			(1	)		1

Under the Regulated Investment Company Modernization Act of 2010 (the “RIC MOD”), net capital losses recognized by Funds in taxable years beginning after December 22, 2010 are carried forward indefinitely and retain their character as short-term and/or long-term losses. Prior to RIC MOD, net capital losses incurred by the Funds were carried forward for eight years and treated as short-term losses. RIC MOD requires that enactment net capital losses be used before pre-enactment net capital losses.

As of February 28, 2014, the Funds did not have capital loss carryforwards.

8. Investment Transactions

The aggregate cost of purchases and proceeds from sales of investments other than short-term obligations for the six months ended February 28, 2014 were (in thousands):

	Purchases		Sales
The London Company Income Equity Fund	$	89,769	$	12,795
Zebra Global Equity		—		873
Zebra Small Cap Equity		11,981		4,337
SiM High Yield Opportunities (non-U.S. Government Securities)		188,783		150,852
SiM High Yield Opportunities (U.S. Government Securities)		99		—

9. Capital Share Transactions

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

For the Six Months ended February 28, 2014

	Institutional Class						Y Class						Investor Class
The London Company Income Equity Fund	Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		1,122		$	14,105			4,331		$	54,190			462		$	5,777
Reinvestment of dividends		51			631			20			245			14			174
Shares redeemed		(1,391	)		(17,099	)		(769	)		(9,752	)		(63	)		(787	)
Net increase (decrease) in sharesoutstanding		(218	)	$	(2,363	)		3,582		$	44,683			413		$	5,164

51

American Beacon Funds^SM

Notes to Financial Statements

February 28, 2014 (Unaudited)

	A Class						C Class
The London Company Income Equity Fund	Shares			Amount			Shares			Amount
Shares sold		803		$	9,984			1,510		$	18,676
Reinvestment of dividends		10			125			5			64
Shares redeemed		(186	)		(2,333	)		(43	)		(529	)
Net increase in shares outstanding		627		$	7,776			1,472		$	18,211

	Institutional Class						Y Class						Investor Class
Zebra Global Equity Fund	Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		22		$	308			—		$	—			9		$	120
Reinvestment of dividends		15			170			4			42			15			171
Shares redeemed		(31	)		(381	)		(4	)		(45	)		(58	)		(796	)
Net increase (decrease) in shares outstanding		6		$	97			—		$	(3	)		(34	)	$	(505	)

	A Class						C Class
Zebra Global Equity Fund	Shares			Amount			Shares			Amount
Shares sold		30		$	384			47		$	617
Reinvestment of dividends		57			673			10			115
Shares redeemed		(55	)		(771	)		(2	)		(24	)
Net increase in shares outstanding .		32		$	286			55		$	708

	Institutional Class						Y Class						Investor Class
Zebra Small Cap Equity Fund	Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		15		$	222			337		$	4,852			243		$	3,521
Reinvestment of dividends		12			164			20			286			44			631
Shares redeemed		(37	)		(520	)		(54	)		(767	)		(127	)		(1,799	)
Net increase (decrease) in shares outstanding		(10	)	$	(134	)		303		$	4,371			160		$	2,353

	A Class						C Class
Zebra Small Cap Equity Fund	Shares			Amount			Shares			Amount
Shares sold		207		$	2,982			59		$	849
Reinvestment of dividends		16			230			6			83
Shares redeemed		(51	)		(763	)		(14	)		(217	)
Net increase in shares outstanding .		172		$	2,449			51		$	715

	Institutional Class						Y Class						Investor Class
SiM High Yield Opportunities Fund	Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		772		$	7,936			3,505		$	35,977			3,665		$	37,490
Redemption Fees		—			2			—			3			—			5
Reinvestment of dividends		241			2,454			468			4,766			1,501			15,247
Shares redeemed		(1,010	)		(10,391	)		(1,491	)		(15,251	)		(3,593	)		(36,618	)
Net increase in shares outstanding		3		$	1			2,482		$	25,495			1,573		$	16,124

	A Class						C Class
SiM High Yield Opportunities Fund	Shares			Amount			Shares			Amount
Shares sold		1,402		$	14,407			846		$	8,713
Redemption Fees		—			(2	)		—			2
Reinvestment of dividends		319			3,251			249			2,548
Shares redeemed		(836	)		(8,580	)		(509	)		(5,244	)
Net increase in shares outstanding		885		$	9,076			586		$	6,019

52

American Beacon Funds^SM

Notes to Financial Statements

February 28, 2014 (Unaudited)

For the Year ended August 31, 2013

	Institutional Class						Y Class						Investor Class
The London Company Income Equity	Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		3,182		$	36,734			2,605		$	30,619			755		$	8,467
Reinvestment of dividends		44			502			11			130			9			100
Shares redeemed		(419	)		(4,972	)		(216	)		(2,589	)		(210	)		(2,311	)
Net increase in shares outstanding		2,807		$	32,264			2,400		$	28,160			554		$	6,256

	A Class						C Class
The London Company Income Equity	Shares			Amount			Shares			Amount
Shares sold		1,045		$	12,022			663		$	7,825
Reinvestment of dividends		8			93			2			19
Shares redeemed		(80	)		(939	)		(4	)		(45	)
Net increase in shares outstanding		973		$	11,176			661		$	7,799

	Institutional Class						Y Class						Investor Class
Zebra Global Equity	Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		4		$	50			3		$	44			22		$	285
Reinvestment of dividends		6			73			2			21			12			137
Shares redeemed		(32	)		(416	)		(12	)		(153	)		(103	)		(1,308	)
Net (decrease) in shares outstanding		(22	)	$	(293	)		(7	)	$	(88	)		(69	)	$	(886	)

	Retirement Class					A Class						C Class
Zebra Global Equity	Shares		Amount			Shares			Amount			Shares			Amount
Shares sold		—	$	—			22		$	285			—			1
Reinvestment of dividends		—		—			42			511			2			25
Shares redeemed		—		(1	)		(525	)		(6,763	)		(18	)		(231	)
Net (decrease) in shares outstanding		—	$	(1	)		(461	)	$	(5,967	)		(16	)	$	(205	)

	Institutional Class						Y Class						Investor Class
Zebra Small Cap Equity	Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		39		$	485			45		$	598			138		$	1,820
Reinvestment of dividends		13			149			17			186			21			239
Shares redeemed		(15	)		(189	)		(33	)		(409	)		(53	)		(649	)
Net increase in shares outstanding		37		$	445			29		$	375			106		$	1,410

	Retirement Class					A Class						C Class
Zebra Small Cap Equity	Shares		Amount			Shares			Amount			Shares			Amount
Shares sold		—	$	—			32		$	422			11		$	148
Reinvestment of dividends		—		—			18			209			6			70
Shares redeemed		—		(1	)		(78	)		(978	)		(7	)		(89	)
Net increase (decrease) in shares outstanding		—	$	(1	)		(28	)	$	(347	)		10		$	129

	Institutional Class						Y Class						Investor Class
SiM High Yield Opportunities Fund	Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		2,760		$	28,607			8,733		$	90,816			16,917		$	173,890
Redemption Fees		—			26			—			29			—			106
Reinvestment of dividends		375			3,879			313			3,236			1,318			13,575
Shares redeemed		(4,978	)		(51,725	)		(2,334	)		(24,189	)		(8,911	)		(91,841	)
Net increase (decrease) in shares outstanding		(1,843	)	$	(19,215	)		6,712		$	69,892			9,324		$	95,730

53

American Beacon Funds^SM

Notes to Financial Statements

February 28, 2014 (Unaudited)

	A Class						C Class
SiM High Yield Opportunities Fund	Shares			Amount			Shares			Amount
Shares sold		4,523			46,825			3,741			38,777
Redemption Fees		—			32			—			24
Reinvestment of dividends		250			2,582			181			1,874
Shares redeemed		(1,585	)		(16,414	)		(620	)		(6,425	)
Net increase in shares outstanding		3,188		$	33,025			3,302		$	34,250

54

This page intentionally left blank.

55

American Beacon The London Company Income Equity Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Institutional Class									Y Class
	Six Months Ended Feb. 28, 2014			Year Ended Aug. 31, 2013			May 29 to Aug. 31, 2012			Six Months Ended Feb. 28, 2014			Year Ended Aug. 31, 2013			May 29 to Aug. 31, 2012
	(unaudited)									(unaudited)
Net asset value, beginning of period	$	11.80		$	10.49		$	10.00		$	11.75		$	10.49		$	10.00
Income from investment operations:
Net investment income		0.15			0.31			0.06			0.14			0.33			0.05
Net gains (losses) on investments (both realized and unrealized)		1.17			1.30			0.47			1.17			1.26			0.48
Total income (loss) from investment operations		1.32			1.61			0.53			1.31			1.59			0.53
Less distributions:
Dividends from net investment income		(0.12	)		(0.29	)		(0.04	)		(0.12	)		(0.32	)		(0.04	)
Distributions from net realized gains		(0.09	)		(0.01	)		—			(0.09	)		(0.01	)		—
Total distributions		(0.21	)		(0.30	)��		(0.04	)		(0.21	)		(0.33	)		(0.04	)
Net asset value, end of period	$	12.91		$	11.80		$	10.49		$	12.85		$	11.75		$	10.49
Total return A		11.11	%B		15.55	%		5.31	%B		11.18	%B		15.45	%		5.31	%B
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	46,130		$	44,731		$	10,331		$	77,547		$	28,814		$	551
Ratios to average net assets:
Expenses, before reimbursements or recoupments		0.84	%C		1.13	%		7.28	%C		0.92	%C		1.09	%		10.59	%C
Expenses, net of reimbursements or recoupments		0.79	%C		0.79	%		0.79	%C		0.89	%C		0.89	%		0.89	%C
Net investment income (loss), before expense reimbursements or recoupments		2.34	%C		2.32	%		(3.99	)%C		2.30	%C		2.22	%		(7.30	)%C
Net investment income, net of reimbursements or recoupments		2.39	%C		2.66	%		2.50	%C		2.33	%C		2.42	%		2.40	%C
Portfolio turnover rate		9	%B		15	%		6	%BD		9	%B		15	%		6	%BD

^A  Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. 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.

^B  Not annualized.

^C  Annualized.

^D  Portfolio turnover rate is for the period from May 29 through August 31, 2012.

56

American Beacon The London Company Income Equity Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

Investor Class									A Class									C Class
Six Months Ended Feb. 28, 2014			Year Ended Aug. 31, 2013			May 29 to Aug. 31, 2012			Six Months Ended Feb. 28, 2014			Year Ended Aug. 31, 2013			May 29 to Aug. 31, 2012			Six Months Ended Feb. 28, 2014			Year Ended Aug. 31, 2013			May 29 to Aug. 31, 2012
(unaudited)									(unaudited)									(unaudited)
	$11.76		$	10.48		$	10.00		$	11.70		$	10.47		$	10.00		$	11.66		$	10.46		$	10.00
	0.15			0.27			0.05			0.12			0.31			0.05			0 .07			0.24			0.04
	1.16			1.29			0.47			1.16			1.23			0.46			1.16			1.21			0.46
	1.31			1.56			0 .52			1.28			1.54			0.51			1.23			1.45			0.50
	(0.12	)		(0.27	)		(0.04	)		(0.09	)		(0.30	)		(0.04	)		(0.06	)		(0.24	)		(0.04	)
	(0.09	)		(0.01	)		—			0.09	)		(0.01	)		—			0.09	)		(0.01	)		—
	(0.21	)		(0.28	)		(0.04	)		(0.18	)		(0.31	)		(0.04	)		(0.15	)		(0.25	)		(0.04	)
	$12.86		$	11.76		$	10.48		$	12.80		$	11.70		$	10.47		$	12.74		$	11.66		$	10.46
	11.03	%B		15.14	%		5.21	%B		11.01	%B		14.99	%		5.11	%B		10.57	%B		14.05	%		5.01	%B
	$14,977		$	8,840		$	2,073		$	21,267		$	12,109		$	647		$	27,503		$	8,015		$	274
	1.10	%C		1.54	%		10.14	%C		1.33	%C		1.59	%		11.94	%C		2.07	%C		2.26	%		13.83	%C
	1.17	%C		1.17	%		1.17	%C		1.29	%C		1.29	%		1.29	%C		2.04	%C		2.04	%		2.04	%C
	2.09	%C		1.86	%		(6.99	)%C		1.86	%C		1.93	%		(8.87	)%C		1.13	%C		1.09	%		(10.65	)%C
	2.02	%C		2.23	%		1.99	%C		1.89	%C		2.23	%		1.78	%C		1.16	%C		1.31	%		1.14	%C
	9	%B		15	%		6	%BD		9	%B		15	%		6	%BD		9	%B		15	%		6	%BD

57

American Beacon Zebra Global Equity Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Institutional Class
	Six Months Ended Feb. 28,			Year Ended August 31,									June 1 to Aug. 31,
	2014			2013			2012			2011			2010
	(unaudited)
Net asset value, beginning of period	$	13.33		$	12.57		$	11.46		$	10.10		$	10.00
Income from investment operations:
Net investment income (loss)		0.01			0.46			0.39			0 .23			0.05
Net gains from investments (both realized and unrealized)		1.54			1.51			0.84			1.41			0.05
Total income from investment operations		1.55			1.97			1.23			1.64			0.10
Less distributions:
Dividends from net investment income		(0.13	)		(0.35	)		(0.12	)		(0.17	)		—
Distributions from net realized gains		(2.78	)		(0.86	)		—			(0.11	)		—
Return of capital		—			—			—			—			—
Total distributions		(2.91	)		(1.21	)		(0.12	)		(0.28	)		—
Net asset value, end of period	$	11.97		$	13.33		$	12.57		$	11.46		$	10.10
Total return B		12.23	%C		16.75	%		10.85	%		16.19	%		1.00	%C
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	666		$	656		$	899		$	1,776		$	1,005
Ratios to average net assets:
Expenses, before reimbursements		2.81	%D		2.56	%		1.84	%		2.38	%		6.33	%D
Expenses, net of reimbursements		0.79	%D		0.79	%		0.79	%		0.77	%		0.79	%D
Net investment income (loss), before reimbursements		(0.99	)%D		0.59	%		0.62	%		(0.16	)%		(3.63	)%D
Net investment income (loss), net of reimbursements		1.03	%D		2.37	%		1.67	%		1.45	%		1.91	%D
Portfolio turnover rate		0	%C		164	%		66	%		24	%		0	%C,E

^A  Based on 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. 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  Not annualized.

^D  Annualized.

^E  Portfolio turnover rate is for the period from June 1 through August 31, 2010.

58

American Beacon Zebra Global Equity Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

Y Class															Investor Class															A Class
Six Months Ended Feb. 28,			Year Ended August 31,									June 1 to Aug. 31,			Six Months Ended Feb. 28,			Year Ended August 31,									June 1 to Aug. 31,			Six Months Ended Feb. 28,			Year Ended August 31,									June 1 to Aug. 31,
2014			2013			2012			2011			2010			2014			2013			2012			2011			2010			2014			2013			2012			2011			2010
(unaudited)															(unaudited)															(unaudited)
$	13.45		$	12.68		$	11.58		$	10.10		$	10.00		$	13.46		$	12.64		$	11.53		$	10.08		$	10.00		$	13.47		$	12.65		$	11.54		$	10.08		$	10.00
	0.07			0.44			0.38			0.13			0.02	A		0.20			0.35			0.18			0.09			0.03	A		0.04			0.37			0.14			0.03			0.03
	1.50			1.54			0.84			1.51			0.08			1.34			1.59			1.02			1.51			0.05			1.50			1.55			1.04			1.56			0.05
	1.57			1.98			1.22			1.64			0.10			1.54			1.94			1.20			1.60			0.08			1.54			1.92			1.18			1.59			0.08
	(0.17	)		(0.35	)		(0.12	)		(0.05	)		—			(0.23	)		(0.26	)		(0.09	)		(0.04	)		—			(0.14	)		(0.24	)		(0.07	)		(0.02	)		—
	(2.78	)		(0.86	)		—			(0.11	)		—			(2.78	)		(0.86	)		—			(0.11	)		—			(2.78	)		(0.86	)		—			(0.11	)		—
	—			—			—			—			—			—			—			—			—			—			—			—			—			—			—
	(2.95	)		(1.21	)		(0.12	)		(0.16	)		—			(3.01	)		(1.12	)		(0.09	)		(0.15	)		—			(2.92	)		(1.10	)		(0.07	)		(0.15	)		—
$	12.07		$	13.45		$	12.68		$	11.58		$	10.10		$	11.99		$	13.46		$	12.64		$	11.53		$	10.08		$	12.09		$	13.47		$	12.65		$	11.54		$	10.08
	12.21	%C		16.60	%		10.68	%		16.18	%		1.00	%C		11.98	%C		16.24	%		10.47	%		15.86	%		0.80	%C		11.95	%C		16.08	%		10.33	%		15.74	%		0.80	%C
$	190		$	210		$	285		$	768		$	84		$	811		$	1,365		$	2,159		$	4,160		$	114		$	4,326		$	4,390		$	9,945		$	7,369		$	1
	2.90	%D		2.58	%		1.91	%		2.57	%		6.00	%D		3.26	%D		2.90	%		2.25	%		2.45	%		6.12	%D		3.32	%D		2.93	%		2.40	%		2.26	%		7.17	%D
	0.89	%D		0.89	%		0.89	%		0.86	%		0.89	%D		1.17	%D		1.17	%		1.17	%		1.14	%		0.93	%D		1.29	%D		1.29	%		1.29	%		1.25	%		1.32	%D
	(1.05	)%D		0.60	%		0.53	%		(0.42	)%		(3.24	)%D		(1.39	)%D		0.28	%		0.17	%		(0.23	)%		(3.86	)%D		(1.47	)%D		0.28	%		0.13	%		(0.11	)%		(4.53	)%D
	0.97	%D		2.29	%		1.54	%		1.29	%		1.87	%D		0.70	%D		2.01	%		1.26	%		1.08	%		1.33	%D		0.56	%D		1.93	%		1.24	%		0.90	%		1.33	%D
	0	%C		164	%		66	%		24	%		0	%C,E		0	%C		164	%		66	%		24	%		0	%C,E		0	%C		164	%		66	%		24	%		0	%C,E

59

American Beacon Zebra Global Equity Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	C Class
	Six Months Ended Feb. 28,			Year Ended August 31,
	2014			2013			2012			2011
	(unaudited)
Net asset value, beginning of period	$	13.36		$	12.52		$	11.46		$	10.32
Income from investment operations:
Net investment income (loss)		(0.08	)		0.18			0.06			0.02
Net gains from investments (both realized and unrealized)		1.56			1.63			1.03			1.25
Total income from investment operations		1.48			1.81			1.09			1.27
Less distributions:
Dividends from net investment income		(0.01	)		(0.11	)		(0.03	)		(0.02	)
Distributions from net realized gains		(2.78	)		(0.86	)		—			(0.11	)
Return of capital		—			—			—			—
Total distributions		(2.79	)		(0.97	)		(0.03	)		(0.13	)
Net asset value, end of period	$	12.05		$	13.36		$	12.52		$	11.46
									��
Total return B		11.56	%C		15.24	%		9.50	%		12.24	%
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	898		$	261		$	447		$	437
Ratios to average net assets:
Expenses, before reimbursements		4.02	%D		3.74	%		3.18	%		3.92	%
Expenses, net of reimbursements		2.04	%D		2.04	%		2.04	%		1.96	%
Net investment income (loss), before reimbursements		(2.24	)%D		(0.55	)%		(0.67	)%		(1.76	)%
Net investment income (loss), net of reimbursements		(0.27	)%D		1.16	%		0.47	%		0.21	%
Portfolio turnover rate		0	%C		164	%		66	%		24	%

^A  Based on 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. 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  Not annualized.

^D  Annualized.

^E  Portfolio turnover rate is for the period from June 1 through August 31, 2010.

60

This page intentionally left blank.

61

American Beacon Zebra Small Cap Equity Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Institutional Class
	Six Months Ended Feb. 28,			Year Ended August 31,									June 1 to August 31,
	2014			2013			2012			2011			2010
	(unaudited)
Net asset value, beginning of period	$	13.66		$	12.40		$	11.30		$	9.63		$	10.00
Income from investment operations:
Net investment income (loss)		0.06			0.46			0.27			0.17			0.03
Net gains (losses) from investments (both realized and unrealized)		1.79			2.79			1.15			1.66			(0.40	)
Total income (loss) from investment operations		1.85			3.25			1.42			1.83			(0.37	)
Less distributions:
Dividends from net investment income		—			(1.17	)		(0.10	)		(0.11	)		—
Distributions from net realized gains		(1.56	)		(0.82	)		(0.22	)		(0.05	)		—
Return of capital		—			—			—			—			—
Total distributions		(1.56	)		(1.99	)		(0.32	)		(0.16	)		—
Net asset value, end of period	$	13.95		$	13.66		$	12.40		$	11.30		$	9.63
Total return B		13.34	%C		29.81	%		12.78	%		18.93	%		(3.70	)%C
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	1,418		$	1,522		$	923		$	1,325		$	959
Ratios to average net assets:
Expenses, before reimbursements		1.75	%D		2.77	%		3.18	%		3.24	%		18.32	%D
Expenses, net of reimbursements		0.99	%D		0.99	%		0.99	%		0.99	%		0.99	%D
Net investment income (loss), before reimbursements		0.48	%D		(0.28	)%		(0.71	)%		(1.16	)%		(16.04	)%D
Net investment income (loss), net of reimbursements		1.24	%D		1.50	%		1.48	%		1.09	%		1.28	%D
Portfolio turnover rate		32	%C		89	%		103	%		66	%		1	%C,E

^A  Based on 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. 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  Not annualized.

^D  Annualized.

^E  Portfolio turnover rate is for the period from June 1 through August 31, 2010.

62

American Beacon Zebra Small Cap Equity Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

Y Class															Investor Class
Six Months Ended Feb. 28,			Year Ended August 31,									June 1 to August 31,			Six Months Ended Feb. 28,			Year Ended August 31,									June 1 to August 31,
2014			2013			2012			2011			2010			2014			2013			2012			2011			2010
(unaudited)															(unaudited)
$	13.79		$	12.46		$	11.36		$	9.62		$	10.00		$	13.73		$	12.44		$	11.31		$	9.62		$	10.00
	0.49			0.37			0.06			0.15			0.03			0.23			0.53			0.17			0.06			0.01	A
	1.37			2.89			1.37			1.66			(0.41	)		1.60			2.68			1.22			1.71			(0.39	)
	1.86			3.26			1.43			1.81			(0.38	)		1.83			3.21			1.39			1.77			(0.38	)
	—			(1.11	)		(0.11	)		(0.02	)		—			—			(1.10	)		(0.04	)		(0.03	)		—
	(1.56	)		(0.82	)		(0.22	)		(0.05	)		—			(1.56	)		(0.82	)		(0.22	)		(0.05	)		—
	—			—			—			—			—			—			—			—			—			—
	(1.56	)		(1.93	)		(0.33	)		(0.07	)		—			(1.56	)		(1.92	)		(0.26	)		(0.08	)		—
$	14.09		$	13.79		$	12.46		$	11.36		$	9.62		$	14.00		$	13.73		$	12.44		$	11.31		$	9.62
	13.29	%C		29.65	%		12.78	%		18.81	%		(3.80	)%C		13.12	%C		29.30	%		12.45	%		18.34	%		(3.80	)%C
$	6,001		$	1,693		$	1,174		$	255		$	1		$	5,609		$	3,302		$	1,670		$	2,207		$	24
	1.76	%D		2.79	%		3.39	%		3.08	%		183.72	%D		1.96	%D		3.07	%		3.60	%		3.18	%		55.64	%D
	1.09	%D		1.09	%		1.09	%		1.09	%		1.09	%D		1.37	%D		1.37	%		1.37	%		1.36	%		1.36	%D
	0.41	%D		(0.23	)%		(0.81	)%		(1.25	)%		(181.45	)%D		0.32	%D		(0.60	)%		(1.14	)%		(1.21	)%		(53.84	)%D
	1.08	%D		1.47	%		1.49	%		0.75	%		1.18	%D		0.92	%D		1.11	%		1.08	%		0.61	%		0.43	%D
	32	%C		89	%		103	%		66	%		1	%C,E		32	%C		89	%		103	%		66	%		1	%C,E

63

American Beacon Zebra Small Cap Equity Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	A Class															C Class
	Six Months Ended Feb. 28,			Year Ended August 31,									June 1 to August 31,			Six Months Ended Feb. 28,			Year Ended August 31,
	2014			2013			2012			2011			2010			2014			2013			2012			2011
	(unaudited)															(unaudited)
Net asset value, beginning of period	$	13.75		$	12.46		$	11.32		$	9.61		$	10.00		$	13.57		$	12.28		$	11.24		$	9.94
Income from investment operations:
Net investment income (loss)		0.45			0.18			0.13			0.02			0.02			0.36			0.24			0.03			(0.02	)
Net gains (losses) from investments (both realizedand unrealized)		1.37			3.02			1.24			1.76			(0.41	)		1.38			2.84			1.23			1.38
Total income (loss) from investment operations		1.82			3.20			1.37			1.78			(0.39	)		1.74			3.08			1.26			1.36
Less distributions:
Dividends from net investment income		—			(1.09	)		(0.01	)		(0.02	)		—			—			(0.97	)		—			(0.01	)
Distributions from net realized gains		(1.56	)		(0.82	)		(0.22	)		(0.05	)		—			(1.56	)		(0.82	)		(0.22	)		(0.05	)
Return of capital		—			—			—			—			—			—			—			—			—
Total distributions		(1.56	)		(1.91	)		(0.23	)		(0.07	)		—			(1.56	)		(1.79	)		(0.22	)		(0.06	)
Net asset value, end of period	$	14.01		$	13.75		$	12.46		$	11.32		$	9.61		$	13.75		$	13.57		$	12.28		$	11.24
Total return B		13.02	%C		29.07	%		12.28	%		18.48	%		(3.90	)%C		12.59	%C		28.20	%		11.35	%		13.64	%
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	4,535		$	2,081		$	2,232		$	2,451		$	1		$	1,409		$	695		$	507		$	410
Ratios to average net assets:
Expenses, before reimbursements		2.18	%D		3.22	%		3.71	%		3.20	%		186.19	%D		2.94	%D		3.95	%		4.48	%		4.35	%
Expenses, net of reimbursements		1.49	%D		1.49	%		1.49	%		1.47	%		1.49	%D		2.24	%D		2.24	%		2.24	%		2.22	%
Net investment income (loss), before reimbursements		0.11	%D		(0.62	)%		(1.26	)%		(1.29	)%		(183.90	)%D		(0.66	)%D		(1.38	)%		(2.02	)%		(2.44	)%
Net investment income (loss), net of reimbursements		0.80	%D		1.11	%		0.97	%		0.43	%		0 .80	%D		0.03	%D		0.33	%		0.23	%		(0.31	)%
Portfolio turnover rate		32	%C		89	%		103	%		66	%		1	%C,E		32	%C		89	%		103	%		66	%

^A  Based on 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. 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  Not annualized.

^D  Annualized.

^E  Portfolio turnover rate is for the period from June 1 through August 31, 2010.

64

This page intentionally left blank.

65

American Beacon SiM High Yield Opportunities Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Institutional Class												Y Class
	Six Months Ended Feb. 28,			Year Ended August 31,						Feb. 14 to Aug. 31,			Six Months Ended Feb. 28,			Year Ended August 31,						Feb. 14 to Aug. 31,
	2014			2013			2012			2011			2014			2013			2012			2011
	(unaudited)												(unaudited)
Net asset value, beginning of period	$	10.16		$	9.93		$	9.42		$	10.00		$	10.14		$	9.92		$	9.41		$	10.00
Income from investment operations:
Net investment income		0.26			0.75			0.77			0.37			0.25			0.73			0.76			0.36
Net gains (losses) from investments (both realized and unrealized)		0.29			0.26			0.51			(0.58	)		0.43			0.25			0.51			(0.59	)
Total income (loss) from investment operations		0.55			1.01			1.28			(0.21	)		0.68			0.98			1.27			(0.23	)
Less distributions:
Dividends from net investment income		(0.32	)		(0 .75	)		(0.77	)		(0.37	)		(0.32	)		(0.73	)		(0.76	)		(0.36	)
Distributions from net realized gains		(0.23	)		(0.03	)		—			—			(0.23	)		(0.03	)		—			—
Total distributions		(0.55	)		(0.78	)		(0.77	)		0.37						(0.76	)		(0.76	)		(0.36	)
Redemption fees added to beneficial interests A		—			—			—			—			—			—			—			—
Net asset value, end of period	$	10.16		$	10.16		$	9.93		$	9.42		$	10.27		$	10.14		$	9.92		$	9.41
Total return B		8.05	%C		10.29	%		14.19	%		(2.24	)%C		7.99	%C		10.08	%		14.09	%		(2.44	)%C
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	45,541		$	45,471		$	62,790		$	9,839		$	114,259		$	87,639		$	19,129		$	378
Ratios to average net assets:
Expenses, before reimbursements or recoupments		0.89	%D		0.93	%		1.06	%		2.62	%D		0.96	%D		0.99	%		1.09	%		5.04	%D
Expenses, net of reimbursements or recoupments		0.84	%D		0.84	%		0.84	%		0.82	%D		0.94	%D		0.94	%		0.94	%		0.92	%D
Net investment income, before reimbursements or recoupments		6.28	%D		7.11	%		7.90	%		5.03	%D		6.18	%D		6.77	%		7.92	%		2.87	%D
Net investment income, net of reimbursements or recoupments.		6.33	%D		7.20	%		8.12	%		6.83	%D		6.20	%D		6.82	%		8.07	%		6.99	%D
Portfolio turnover rate		28	%C		65	%		43	%		20	%CE		28	%C		65	%		43	%		20	%CE

^A  Amounts represent less than $0.01 per share.

^B  Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. 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  Not annualized.

^D  Annualized.

^E  Portfolio turnover rate is for the period from February 14, 2011, the inception date, through August 31, 2011.

66

American Beacon SiM High Yield Opportunities Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

Investor Class												A Class												C Class
Six Months Ended Feb. 28,			Year Ended August 31,						Feb. 14 to Aug. 31,			Six Months Ended Feb. 28,			Year Ended August 31,						Feb. 14 to Aug. 31,			Six Months Ended Feb. 28,			Year Ended August 31,						Feb. 14 to Aug. 31,
2014			2013			2012			2011			2014			2013			2012			2011			2014			2013			2012			2011
(unaudited)												(unaudited)												(unaudited)
$	10.12		$	9.90		$	9.38		$	10.00		$	10.15		$	9.92		$	9.41		$	10.00		$	10.16		$	9.94		$	9.42		$	10.00
	0.24			0.71			0.73			0.35			0 .24			0.69			0.72			0.34			0.23			0.62			0.65			0.30
	0.56			0.25			0.52			(0.62	)		0 .37			0.26			0.51			(0.59	)		0.39			0.25			0.52			(0.58	)
	0.80			0.96			1.25			(0.27	)		0 .61			0.95			1.23			(0.25	)		0.62			0.87			1.17			(0.28	)
	(0.31	)		(0.71	)		(0.73	)		(0.35	)		(0.30	)		(0.69	)		(0.72	)		(0.34	)		(0.26	)		(0.62	)		(0.65	)		(0.30	)
	(0.23	)		(0.03	)		—			—			(0.23	)		(0.03	)		—			—			(0.23	)		(0.03	)		—			—
	(0.54	)		(0.74	)		(0.73	)		(0.35	)		(0.53	)		(0.72	)		(0.72	)		(0.34	)		(0.49	)		(0.65	)		(0.65	)		(0.30	)
	—			—			—			—			—			—			—			—			—			—			—			—
$	10.38		$	10.12		$	9.90		$	9.38		$	10.23		$	10.15		$	9.92		$	9.41		$	10.29		$	10.16		$	9.94		$	9.42
	7.82	%C		9.84	%		13.92	%		(2.85	)%C		7.64	%C		9.74	%		13.63	%		(2.61	)%C		7.31	%C		8.81	%		12.90	%		(2.88	)%C
$	270,741		$	248,052		$	150,396		$	4,894		$	85,830		$	76,146		$	42,832		$	4,932		$	67,614		$	60,830		$	26,679		$	1,239
	1.14	%D		1.15	%		1.23	%		2.78	%D		1.37	%D		1.41	%		1.53	%		2.92	%D		2.12	%D		2.15	%		2.26	%		4.03	%D
	1.14	%D		1.17	%		1.19	%		1.19	%D		1.34	%D		1.34	%		1.34	%		1.31	%D		2.09	%D		2.09	%		2.09	%		2.07	%D
	6.03	%D		6.81	%		7.74	%		5.14	%D		5.79	%D		6.53	%		7.44	%		4.98	%D		5.05	%D		5.76	%		6.70	%		3.98	%D
	6.03	%D		6.79	%		7.78	%		6.73	%D		5.82	%D		6.60	%		7.62	%		6.60	%D		5.08	%D		5.82	%		6.87	%		5.94	%D
	28	%C		65	%		43	%		20	%CE		28	%C		65	%		43	%		20	%CE		28	%C		65	%		43	%		20	%CE

67

This page intentionally left blank.

68

This page intentionally left blank.

69

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 Summary 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:

By E-mail:	On the Internet:
american_beacon.funds@ambeacon.com	Visit our website at www.americanbeaconfunds.com
By Telephone:	By Mail:
Institutional, Y, and Investor Classes	American Beacon Funds
Call (800) 658-5811	P.O. Box 219643
	Kansas City, MO 64121-9643
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 Section, 100 F Street, NE, Washington, DC 20549-1520. Information regarding the operation of the SEC’s Public Reference Room may be obtained by calling 202-551-8090. A complete schedule of the Fund’s portfolio holdings is also available at www.americanbeaconfunds.com approximately sixty days after the end of each quarter for the Zebra Funds and twenty days after the end of each month for the other Funds.	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 August 31 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 The London Company Income Equity Fund, American Beacon Zebra Global Equity Fund, American Beacon Zebra Small Cap Equity Fund, and American Beacon SiM High Yield Opportunities Fund are service marks of American Beacon Advisors, Inc.

SAR 2/14

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

Date: May 9, 2014

By	/s/ Melinda G. Heika
	Melinda G. Heika
	Treasurer

Date: May 9, 2014

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

Date: May 9, 2014

By	/s/ Melinda G. Heika
	Melinda G. Heika
	Treasurer

Date: May 9, 2014